The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has been omitted from this free writing prospectus.

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-142235) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 866-500-5408.

We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect to the securitization transaction that is the subject of this free writing prospectus. Only the classes of commercial mortgage pass-through certificates listed in the table below are being offered by this free writing prospectus and the accompanying base prospectus. The offered certificates represent beneficial interests only in the issuing entity identified above and will not represent obligations of or interests in the depositor, any sponsor or any of their respective affiliates. The assets of the issuing entity will consist primarily of a pool of 218 commercial, multifamily and manufactured housing community mortgage loans with an initial mortgage pool balance of approximately $2,435,364,704 and the other characteristics described in this free writing prospectus.

Investing in the offered certificates involves risks. You should carefully review the factors described under ‘‘Risk Factors’’ beginning on page S-47 of this free writing prospectus and on page 20 of the accompanying base prospectus.

The holders of each class of offered certificates will be entitled to receive monthly distributions of interest, principal or both, commencing in September, 2007. The offered certificates will accrue interest from August 1, 2007. The pass-through rates for some classes of the offered certificates will be variable. Credit enhancement for any particular class of the offered certificates is being provided through the subordination of various other classes, including multiple non-offered classes, of the certificates.

Expected Ratings(Fitch/S&P)

Approximate InitialTotal PrincipalBalance or NotionalAmount

ApproximateInitialPass-ThroughRate

Assumed FinalDistributionDate

Rated FinalDistributionDate

Class A-1

AAA/AAA

$

37,262,000

%

June 2012

August 2049

Class A-2

AAA/AAA

$

[122,485,000]

(1)

%

May 2016

August 2049

Class A-SB

AAA/AAA

$

72,678,000

%

March 2017

August 2049

Class A-3

AAA/AAA

$

[438,559,000]

(1)

%

July 2017

August 2049

Class A-1A

AAA/AAA

$

1,033,771,000

%

July 2017

August 2049

Class AM

AAA/AAA

$

[243,536,000]

(1)

%

July 2017

August 2049

Class AJ

AAA/AAA

$

[210,050,000]

(1)

%

August 2017

August 2049

Class B

AA+/AA+

$

12,177,000

%

August 2017

August 2049

Class C

AA/AA

$

39,575,000

%

August 2017

August 2049

Class D

AA−/AA−

$

27,398,000

%

August 2017

August 2049

Class E

A+/A+

$

9,132,000

%

August 2017

August 2049

Class F

A/A

$

18,266,000

%

August 2017

August 2049

(footnotes to table begin on page S-5)

No one will list the offered certificates on any national securities exchange or any automated quotation system of any registered securities association. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the certificates offered to you or determined if this free writing prospectus or the accompanying base prospectus is adequate or accurate. Any representation to the contrary is a criminal offense.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, KeyBanc Capital Markets Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc. are the underwriters of this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide Securities Corporation are acting as joint bookrunning managers in the following manner: Countrywide Securities Corporation is acting as sole bookrunning manager with respect to % of the class certificates, and Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to the remainder of the class certificates and all other classes of offered certificates. KeyBanc Capital Markets Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc. will act as co-managers. We will sell the offered certificates to the underwriters, who will sell their respective allotments of those securities from time
to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers on or about August 24, 2007. We expect to receive from this offering approximately $ in sale proceeds, plus accrued interest on the offered certificates from and including August 1, 2007, before deducting expenses payable by us. Not every underwriter will have an obligation to buy offered certificates from us.

The information in this free writing prospectus is preliminary, and may be
superseded by an additional free writing prospectus provided to you prior to the
time you enter into a contract of sale. The mortgage pool information presented
in this free writing prospectus is preliminary and may differ materially from
the mortgage pool information delivered to you prior to the time you enter into
a contract of sale. This preliminary free writing prospectus is being delivered
to you solely to provide you with information about the offering of the
securities referred to herein. The securities are being offered when, as and if
issued. In particular, you are advised that these securities, and the asset
pools backing them, are subject to modification or revision (including, among
other things, the possibility that one or more classes of securities may be
split, combined or eliminated), at any time prior to issuance or availability of
a final prospectus. As a result, you may commit to purchase securities that have
characteristics that may change, and you are advised that all or a portion of
the securities may not be issued that have the characteristics described in
these materials. Our obligation to sell securities to you is conditioned on the
securities and the underlying transaction having the characteristics described
in these materials.
A contract of sale will come into being no sooner than the date on which
the relevant class has been priced and we have confirmed the allocation of
securities to be made to you; any "indications of interest" expressed by you,
and any "soft circles" generated by us, will not create binding contractual
obligations for you or us. You may withdraw your offer to purchase securities at
any time prior to our acceptance of your offer.
Any legends, disclaimers or other notices that may appear at the bottom of
the email communication to which this free writing prospectus may be attached
relating to (1) these materials not constituting an offer (or a solicitation of
an offer), (2) no representation that these materials are accurate or complete
and may not be updated or (3) these materials possibly being confidential are
not applicable to these materials and should be disregarded. Such legends,
disclaimers or other notices have been automatically generated as a result of
these materials having been sent via Bloomberg or another system.
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS FREE WRITING
PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS
Information about the offered certificates is contained in two separate
documents--
o this free writing prospectus, which describes the specific terms of
the offered certificates; and
o the accompanying base prospectus, which provides general
information, some of which may not apply to the offered
certificates.
You should read both this free writing prospectus and the accompanying
base prospectus in full to obtain material information concerning the offered
certificates. We have not authorized any person to give any other information or
to make any representation that is different from the information contained in
this free writing prospectus and the accompanying base prospectus.
The annexes attached to this free writing prospectus are hereby
incorporated into and made a part of this free writing prospectus.
This free writing prospectus and the accompanying base prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the offered certificates, nor do they constitute an offer to sell or
a solicitation of an offer to buy any of the offered certificates to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation to such person.
This free writing prospectus is also referred to herein as this
"prospectus supplement." Certain capitalized terms are defined and used in this
prospectus supplement and the prospectus to assist you in understanding the
terms of the certificates offered in this prospectus supplement and this
offering. The capitalized terms used in this prospectus supplement are defined
on the pages indicated under the caption "Glossary" beginning on page S-244 in
this prospectus supplement. The capitalized terms used in the prospectus are
defined on the pages indicated under the caption "Glossary" beginning on page
184 in the prospectus.
P-->

Merrill Lynch Mortgage Investors, Inc., which is the depositor for the
subject securitization transaction, has prepared this free writing prospectus
and the accompanying base prospectus. Accordingly references to "we,""us,""our" and "depositor" in either this free writing prospectus or the accompanying
base prospectus refer or relate to Merrill Lynch Mortgage Investors, Inc.
NOTICE TO RESIDENTS OF UNITED KINGDOM
The issuing entity described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000
("FSMA") of the United Kingdom. It has not been authorized, or otherwise
recognized or approved, by the United Kingdom's Financial Services Authority
and, as an unregulated collective investment scheme, accordingly cannot be
marketed in the United Kingdom to the general public.
The distribution of this prospectus supplement (A) if made by a person who
is not an authorized person under the FSMA, is being made only to, or directed
only at, persons who (i) are outside the United Kingdom, or (ii) have
professional experience in matters relating to investments, or (iii) are persons
falling within Article 49(2)(a) through (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2001 (all such persons together being referred
to as "FPO Persons"); and (B) if made by a person who is an authorized person
under the FSMA, is being made only to, or directed only at, persons who (i) are
outside the United Kingdom, or (ii) have professional experience in
participating in unregulated collective investment schemes, or (iii) are persons
falling within Article 22(2)(a) through (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Services and Markets Act
2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (all
such persons together being referred to as "PCIS Persons" and, together with the
FPO Persons, the "Relevant Persons"). This prospectus supplement must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this prospectus supplement relates, including the
offered certificates, is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Potential investors in the United Kingdom are advised that all, or most,
of the protections afforded by the United Kingdom regulatory system will not
apply to an investment in the issuing entity and that compensation will not be
available under the United Kingdom Financial Services Compensation Scheme.
Each underwriter has represented and agreed, and each further underwriter
appointed under the Programme will be required to represent and agree, that
o it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21
of the FSMA) received by it in connection with the issue or sale of
any offered certificates in circumstances in which Section 21(1) of
the FSMA does not apply to the Issuer; and
o it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to any
offered certificates in, from or otherwise involving the United
Kingdom.
EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State), each
underwriter has represented and agreed, and each further underwriter appointed
under the Programme will be required to represent and agree, that with effect
from and including the date on which the Prospectus Directive is implemented in
that Member State (the Relevant Implementation Date) it has not made and will
not make an offer of offered certificates to the public in that Relevant Member
State, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of offered certificates to the public in that
Relevant Member State:
(a) in (or in Germany, where the offer starts within) the period
beginning on the date of publication of a prospectus in relation to
those offered certificates which has been approved by the competent
S-2
P-->

authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive and ending on the date which is 12
months after the date of such publication;
(b) at any time to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in
securities;
(c) at any time to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial year;
(2) a total balance sheet of more than (euro)43,000,000; and (3) an
annual net turnover of more than (euro)50,000,000, as shown in its
last annual or consolidated accounts; or
(d) at any time in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to Article 3 of
the Prospectus Directive.
For the purposes of this provision, the expression an "offer of offered
certificates to the public" in relation to any offered certificates in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the offered certificates to
be offered so as to enable an investor to decide to purchase or subscribe the
offered certificates, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State and the
expression Prospectus Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
S-3
P-->

DEALER PROSPECTUS DELIVERY OBLIGATION
Until the date that is ninety days from the date of the prospectus
supplement, all dealers that effect transactions in the offered certificates,
whether or not participating in this distribution, may be required to deliver a
prospectus supplement and the accompanying prospectus. This is in addition to
the obligation of dealers acting as underwriters to deliver a prospectus
supplement and the accompanying prospectus with respect to their unsold
allotments and subscriptions.
S-4
P-->

(2) Under certain circumstances described in this prospectus supplement, the
pass-through rate applicable to the class A-2FL, class A-3FL, class AM-FL
and class AJ-FL certificates may convert to either (a) a fixed rate; (b) a
variable rate equal to the weighted average of the adjusted net mortgage
interest rates on the mortgage loans (excluding the additional interest
distributable to the class Y and class Z certificates) from time to time;
(c) a variable rate equal to the lesser of (i) % per annum and (ii) a
weighted average of the adjusted net mortgage interest rates on the
mortgage loans (excluding the additional interest distributable to the
class Y and class Z certificates) from time to time; or (d) a variable
rate equal to the weighted average of the adjusted net mortgage interest
rates on the mortgage loans (excluding the additional interest
distributable to the class Y and class Z certificates) from time to time
less a specified percentage.
In reviewing the foregoing table, prospective investors should note that--
o The class A-1, A-2, A-2FL, A-SB, A-3, A-3FL, A-1A, AM, AM-FL, AJ,
AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, S and T
certificates are the only certificates identified in the table that
have principal balances and are sometimes referred to in this
prospectus supplement as principal balance certificates. The
principal balance of any of those certificates at any time
represents the maximum amount that the holder may receive as
principal out of cash flow received on or with respect to the
mortgage loans.
o The class X certificates do not have principal balances. They are
interest-only certificates and will accrue interest on a notional
amount.
o For purposes of calculating the amount of accrued interest on the
class X certificates, that class of certificates will have a total
notional amount equal to the total principal balance of the class
A-1, A-2, A-SB, A-3, A-1A, AM, AJ, B, C, D, E, F, G, H, J, K, L, M,
N, P, Q, S and T certificates and the class A-2FL, class A-3FL,
class AM-FL and class AJ-FL REMIC II regular interests outstanding
from time to time.
o The actual total principal balance or notional amount, as
applicable, of any class of certificates at initial issuance may be
larger or smaller than the amount shown above, depending on the
actual size of the initial mortgage pool balance or for other
reasons. The actual size of the initial mortgage pool balance may be
as much as 5% larger or smaller than the amount presented in this
prospectus supplement.
o The ratings shown in the table are those expected from Fitch, Inc.
and Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., respectively. It is a condition to the issuance of the offered
certificates that they receive ratings no lower than those shown in
the table. The rated final distribution date for the offered
certificates is the distribution date in August 2049. See "Ratings"
in this prospectus supplement.
o The percentages indicated under the column "Approx. % Total Credit
Support" with respect to the class A-1, A-2, A-2FL, A-SB, A-3, A-3FL
and A-1A certificates represent the approximate credit support for
those classes of certificates, collectively. The percentages
indicated under the column "Approx. % Total Credit Support" with
respect to the class AM and class AM-FL certificates represent the
approximate credit support for those classes of certificates,
collectively, and with respect to the class AJ and class AJ-FL
certificates, represent the approximate credit support for those
classes of certificates, collectively. No class of certificates will
provide any credit support to any of the class A-2FL, A-3FL, AM-FL
or AJ-FL certificates for a failure by the swap counterparty to make
any payment under the related swap agreement.
o Each class of offered certificates identified in the table above
will have a pass-through rate equal to (a) a "Fixed" pass-through
rate that will remain constant at the initial pass-through rate
shown for that class in the table, (b) a "WAC Cap" variable
pass-through rate equal to the lesser of (x) the initial
pass-through rate identified in the table with respect to that
class, and (y) a weighted average of the adjusted net mortgage
interest rates on the mortgage loans (without regard to the
additional interest distributable to the class Y and class Z
certificates) from time to time, or (c) a "WAC-x%" variable
pass-through rate equal to either: (x) a weighted average of the
adjusted net mortgage interest rates on the mortgage loans
(excluding amounts payable to the class Y and class Z certificates)
from time to time; or (y) a weighted average of the adjusted net
mortgage interest
S-6
P-->

rates on the mortgage loans (without regard to the additional
interest distributable to the class Y and class Z certificates) from
time to time, minus a specific percentage.
o The assets of the issuing entity will include swap agreements that
relate to each of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates. No class of offered certificates will have any
beneficial interest in any swap agreement.
o The pass-through rate for the class X certificates will equal the
weighted average of the respective strip rates at which interest
accrues from time to time on the respective components of the total
notional amount of the subject class of certificates. The total
principal balance of each class of principal balance certificates
will constitute a separate component of the total notional amount of
the class X certificates. The class X strip rate applicable to the
accrual of interest on any particular component of the total
principal balance of the class X certificates will generally equal
the excess, if any, of--
1. a weighted average of the adjusted net mortgage interest rates
on the mortgage loans (without regard to the additional
interest distributable to the class Y and class Z
certificates) from time to time, over
2. the weighted average of the pass-through rates from time to
time on the classes of certificates identified in the table
that have principal balances and that constitute components of
the subject class (or, in the case of each of the A-2FL,
A-3FL, AM-FL and/or AJ-FL classes, the pass-through rate from
time to time on the related REMIC II regular interest).
See "Description of the Offered Certificates--Calculation ofPass-Through Rates" in this prospectus supplement.
o The initial pass-through rates listed in the table for the class X
certificates and each class of certificates identified in the table
as having a WAC Cap pass-through rate are approximate.
o As to any given class of offered certificates, the weighted average
life is the average amount of time in years between the assumed
settlement date for that class of certificates and the payment of
each dollar of principal of that class of certificates.
o As to any given class of offered certificates, the principal window
is the period during which holders of those certificates would
receive distributions of principal. The distribution date in the
last month of the principal window for any class of offered
certificates would be the final principal distribution date for that
class.
o The weighted average lives and principal windows for the respective
classes of offered certificates have been calculated based on the
assumptions, among others, that--
1. each mortgage loan with an anticipated repayment date is paid
in full on that date,
2. each mortgage loan which converts from a fixed rate of
interest to a floating rate of interest is paid in full on its
first open prepayment date,
3. no mortgage loan is otherwise prepaid prior to maturity,
4. no defaults or losses occur with respect to the mortgage
loans, and
5. no extensions of maturity dates of mortgage loans occur.
See "Yield and Maturity Considerations--Weighted Average Lives" in this
prospectus supplement.
S-7
P-->

o The certificates will also include the class R-I, R-II, Y and Z
certificates, which are not presented in the table. The class R-I,
R-II, Y and Z certificates do not have principal balances or
notional amounts and do not accrue interest. The class R-I, R-II, Y
and Z certificates are not offered by this prospectus supplement.
o When we refer to the "adjusted net mortgage interest rate" of a
mortgage loan in the bullets above, we mean the mortgage interest
rate for that mortgage loan in effect as of the date of initial
issuance of the certificates--
1. without regard to any increase in the mortgage interest rate
that may occur in connection with a default,
2. without regard to any modification of the mortgage interest
rate that may occur after the date of initial issuance of the
certificates,
3. without regard to any increase in the mortgage interest rate
that may occur if that mortgage loan, if it has an anticipated
repayment date, is not repaid in full on or before that
anticipated repayment date,
4. without regard to any change in the mortgage rate that may
occur when certain of the mortgage loans in this pool convert
from fixed rate to floating rate; and
5. net of the sum of the per annum rates at which the related
master servicing fee (which is inclusive of primary servicing
fees with respect to each mortgage loan) and the trust
administration fee accrue,
as that net mortgage interest rate for that mortgage loan, unless it
accrues interest on the basis of a 360-day year consisting of twelve
30-day months, may be adjusted in the manner described in this prospectus
supplement for purposes of calculating the pass-through rates of the
various classes of interest-bearing certificates.
The offered certificates will evidence beneficial ownership interests in
the assets of the issuing entity. The primary assets of the issuing entity will
consist of a segregated pool of commercial, multifamily and manufactured housing
community mortgage loans. When we refer to mortgage loans in this prospectus
supplement, we are referring to the mortgage loans that we intend to transfer to
the issuing entity, unless the context clearly indicates otherwise. We identify
the mortgage loans that we intend to transfer to the issuing entity on Annex A-1
to this prospectus supplement.
The governing document for purposes of issuing the offered certificates,
as well as the other certificates, and forming the issuing entity will be a
pooling and servicing agreement to be dated as of August 1, 2007. The pooling
and servicing agreement will also govern the servicing and administration of the
mortgage loans and the other assets that back the certificates. The parties to
the pooling and servicing agreement will include us, a trustee, two master
servicers and a special servicer. A copy of the pooling and servicing agreement
will be filed with the Securities and Exchange Commission as an exhibit to a
current report on Form 8-K following the initial issuance of the certificates.
The Securities and Exchange Commission will make that current report on Form 8-K
and its exhibits available to the public for inspection. See "AvailableInformation" in the accompanying base prospectus.
RELEVANT PARTIES
ISSUING ENTITY ........................... ML-CFC Commercial Mortgage Trust 2007-8, a New York common law trust, is
the entity that will hold and own the mortgage loans and in whose name the
certificates will be issued. See "Transaction Participants--The IssuingEntity" in this prospectus supplement and "The Trust Fund--IssuingEntities" in the accompanying base prospectus.
S-8
P-->

DEPOSITOR ................................ We are Merrill Lynch Mortgage Investors, Inc., the depositor of the series
2007-8 securitization transaction. We are a special purpose Delaware
corporation. Our address is 4 World Financial Center, 16th Floor, 250 Vesey
Street, New York, New York10080 and our telephone number is (212)
449-1000. We will acquire the mortgage loans and transfer them to the
issuing entity. We are an affiliate of Merrill Lynch Mortgage Lending,
Inc., one of the sponsors, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, one of the underwriters. See "Transaction Participants--TheDepositor" in this prospectus supplement and "The Depositor" in the
accompanying base prospectus.
SPONSORS / MORTGAGE LOAN SELLERS ......... Countrywide Commercial Real Estate Finance, Inc., Merrill Lynch Mortgage
Lending, Inc. and KeyBank National Association will be the sponsors with
respect to the series 2007-8 securitization transaction. Merrill Lynch
Mortgage Lending, Inc. is our affiliate, an affiliate of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, one of the underwriters, and an
affiliate of Merrill Lynch Capital Services, Inc., the swap counterparty.
Countrywide Commercial Real Estate Finance, Inc. is an affiliate of
Countrywide Securities Corporation, one of the underwriters. KeyBank
National Association is an affiliate of KeyCorp Real Estate Capital
Markets, Inc., one of the master servicers, and KeyBanc Capital Markets
Inc., one of the underwriters. The sponsors are also referred to as
mortgage loan sellers in this prospectus supplement.
We will acquire the mortgage loans that will back the certificates from the
mortgage loan sellers, each of which originated or acquired from a third
party the mortgage loans to be transferred to the issuing entity. The
mortgage loan identified on Annex A-1 to this prospectus supplement as
Empirian Portfolio Pool Two was originated by Arbor Commercial Funding, LLC
and has since been acquired by Merrill Lynch Mortgage Lending, Inc.
The following table shows the number of mortgage loans that we expect will
be sold to us by each mortgage loan seller and the respective percentages
that those mortgage loans represent of the initial mortgage pool balance,
the initial loan group 1 balance and the initial loan group 2 balance.
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL % OF INITIAL
MORTGAGE PRINCIPAL MORTGAGE LOAN GROUP 1 LOAN GROUP 2
MORTGAGE LOAN SELLER LOANS BALANCE POOL BALANCE BALANCE BALANCE
--------------------------------------- --------- -------------- ------------ ------------ ------------
1. Countrywide Commercial Real Estate 165 $1,136,902,105 46.7% 56.3% 33.7%
Finance, Inc.
2. Merrill Lynch Mortgage Lending, Inc. 21 $874,784,080 35.9% 19.0% 58.8%
3. KeyBank National Association 32 $423,678,518 17.4% 24.7% 7.5%
--------- -------------- ------------ ------------ ------------
218 $2,435,364,704 100.0% 100.0% 100.0%
See "Transaction Participants--The Sponsors" and "--The Mortgage Loan
Seller" in this prospectus supplement and "The Sponsor" in the accompanying
base prospectus.
TRUSTEE .................................. Upon initial issuance of the certificates, LaSalle Bank National
Association, a national banking association with corporate trust offices
located in Chicago, Illinois, will act as trustee and custodian of the
assets of the issuing entity on behalf of all the certificateholders. The
trustee will be primarily responsible for back-up advancing, distributing
S-9
P-->

payments to certificateholders and deliveries or otherwise making available
certain reports to certificateholders that provide various details
regarding the certificates and the mortgage loans.
The trustee will also be responsible for maintaining possession of the
promissory notes for the mortgage loans and various other important loan
documents.
See "Transaction Participants--The Trustee" in this prospectus supplement."
MASTER SERVICERS ......................... Upon initial issuance of the certificates, KeyCorp Real Estate Capital
Markets, Inc., an Ohio corporation, and Wells Fargo Bank, National
Association, a national banking association, will act as the master
servicers with respect to the mortgage loans. KeyCorp Real Estate Capital
Markets, Inc. is an affiliate of KeyBank National Association, one of the
sponsors and a mortgage loan seller, and an affiliate of KeyBanc Capital
Markets Inc., one of the underwriters.
KeyCorp Real Estate Capital Markets, Inc. will act as master servicer with
respect to the mortgage loans that we acquire from Merrill Lynch Mortgage
Lending, Inc. and KeyBank National Association and which we will transfer
to the issuing entity. Wells Fargo Bank, National Association will act as
master servicer with respect to the mortgage loans that we acquire from
Countrywide Real Estate Finance, Inc. and which we will transfer to the
issuing entity.
The master servicers will be primarily responsible for servicing and
administering, directly or through sub-servicers: (a) mortgage loans as to
which there is no default or reasonably foreseeable default that would give
rise to a transfer of servicing to the special servicer; and (b) mortgage
loans as to which any such default or reasonably foreseeable default has
been corrected, including as part of a work-out. In addition, the master
servicers will be the primary parties responsible for making delinquency
advances and servicing advances (except with respect to the Georgia-Alabama
Retail Portfolio trust mortgage loan) under the pooling and servicing
agreement. See "--Georgia-Alabama Primary Servicer and Special Servicer"
below. See also "Transaction Participants--The Master Servicers and theSpecial Servicer" in this prospectus supplement.
SPECIAL SERVICER ......................... Upon initial issuance of the certificates, Midland Loan Services, Inc., a
Delaware corporation, will act as special servicer with respect to the
mortgage loans and any related foreclosure properties. However, with
respect to the mortgage loan known as Georgia-Alabama Retail Portfolio, the
special servicer will be Midland Loan Services, Inc. pursuant to the ML-CFC
2007-7 pooling and servicing agreement applicable to the securitization
containing the related non-trust pari passu loan. The special servicer will
be primarily responsible for making decisions and performing certain
servicing functions, including work-outs and foreclosures, with respect to
the mortgage loans that, in general, are in default or as to which default
is reasonably foreseeable and for liquidating foreclosure properties that
are acquired as part of the assets of the issuing entity. Midland Loan
Services, Inc. is an affiliate of a company that is the external manager of
an entity that may be the initial controlling class representative. See
"Transaction Participants--
S-10
P-->

The Master Servicers and the Special Servicer" in this prospectus
supplement.
SIGNIFICANT OBLIGORS ..................... The mortgage loans identified on Annex A-1 to this prospectus supplement as
Farallon Portfolio and Empirian Portfolio Pool Two, each represent a
portion of the initial mortgage pool balance in excess of 10% and
therefore, each of the related borrowers will be considered a significant
obligor. See Annex C, "Preliminary Structural and Collateral TermSheet--Farallon Portfolio" and "--Empirian Portfolio Pool Two" in this
prospectus supplement.
GEORGIA-ALABAMA PRIMARY SERVICER
AND SPECIAL SERVICER ..................... The mortgage loan identified on Annex A-1 to this prospectus supplement as
Georgia-Alabama Retail Portfolio is serviced and administered pursuant to
the ML-CFC 2007-7 Commercial Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2007-7 pooling and servicing agreement
(the governing document for the ML-CFC 2007-7 securitization, which
contains the related non-trust pari passu loan), which provides for
servicing arrangements that are similar but not identical to those under
the pooling and servicing agreement. In that regard--
o LaSalle Bank National Association, which is the trustee under the
ML-CFC 2007-7 pooling and servicing agreement, is, in that capacity,
the mortgagee of record for the mortgage loan secured by the
Georgia-Alabama Retail Portfolio mortgaged real property;
o Wachovia Bank, National Association, which is one of the master
servicers under the ML-CFC 2007-7 pooling and servicing agreement,
is, in that capacity, the primary servicer for the Georgia-Alabama
Retail Portfolio trust mortgage loan; and
o Midland Loan Services, Inc., which is the special servicer under the
ML-CFC 2007-7 pooling and servicing agreement, is, in that capacity,
the special servicer for the Georgia-Alabama Retail Portfolio trust
mortgage loan.
Wachovia Bank National Association, as master servicer, will be responsible
for making servicing advances for the related loan combination. The
controlling class representative will not be permitted to replace the
special servicer under the ML-CFC 2007-7 pooling and servicing agreement
unless and until any appraisal reduction amount with respect to the subject
loan combination reduces the initial principal balance of the related
B-note non-trust loan below 25% of its original principal balance.
References in this prospectus supplement, however, to the trustee, the
applicable master servicer and the special servicer will mean the trustee,
the master servicer and the special servicer under the series 2007-8
pooling and servicing agreement unless the context clearly indicates
otherwise.
S-11
P-->

CONTROLLING CLASS OF CERTIFICATEHOLDERS .. The holders--or, if applicable, beneficial owners--of certificates
representing a majority interest in a designated controlling class of the
certificates will have the right, subject to the conditions described under
"Servicing of the Mortgage Loans--The Controlling Class Representative andthe Loan Combination Controlling Parties" and "--Replacement of the SpecialServicer" in this prospectus supplement, to--
o replace the special servicer; and
o select a representative that may direct and advise the special
servicer on various servicing matters with respect to the mortgage
loans.
except with respect to the mortgage loans known as (x) Georgia-Alabama
Retail Portfolio (loan number 7), (y) Farallon Portfolio (loan number 2)
and (z) Peninsula Beverly Hills (loan number 4), the holder of a related
B-note loan or non-trust loan, which holder is described under "--The Loan
Combination Controlling Parties" below, may exercise those, or similar
rights or other rights specified herein, with respect to such mortgage
loans.
Unless there are significant losses on the mortgage loans, the controlling
class of certificateholders will be the holders of a non-offered class of
certificates. The initial controlling class of certificateholders will be
the class T certificateholders.
THE LOAN COMBINATION
CONTROLLING PARTIES ................... As indicated under "--The Mortgage Loans and the Mortgaged RealProperties--The Loan Combinations" below, five (5) mortgage loans are each
part of a loan combination that is comprised of that mortgage loan, which
will be transferred to the issuing entity, and one or more pari passu
A-notes and/or subordinate B-note loans and/or other non-trust loans that
will not be transferred to the issuing entity.
In the case of one (1) of the five (5) loan combinations referred to above,
which is secured by the mortgaged real property identified on Annex A-1 to
this prospectus supplement as Farallon Portfolio, the related trust
mortgage loan consists of five A-note trust loans and five B-note trust
loans, and the related non-trust loans consist of one or more A-note
non-trust loans that are generally pari passu in right of payment to the
A-note trust loan and one or more B-note non-trust loans that are generally
subordinate to the A-note trust loan and the A-note non-trust loans and
generally pari passu to the B-note trust loans. The holder or holders (and
their respective successors and assigns) of all or any portion of the
non-trust fixed-rate A notes which are not held by the trust, as designated
by Merrill Lynch Mortgage Lending, Inc. and which may be Merrill Lynch
Mortgage Lending, Inc., will have the right to replace the special servicer
for the Farallon Portfolio loan combination and to direct and advise the
master servicer and special servicer, and have certain approval rights,
with respect to various servicing matters and major decisions relating to
the Farallon Portfolio loan combination. The controlling class of the
ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through
Certificates, Series 2007-8 securitization transaction will not have such
rights. In connection with future securitizations involving all or any
portion of the fixed rate notes that comprise the Farallon Portfolio loan
S-12
P-->

combination, Merrill Lynch Mortgage Lending, Inc. may designate the
controlling class of any such securitization as the controlling holder for
the Farallon Portfolio loan combination in which case such controlling
holder shall have such rights and Merrill Lynch Mortgage Lending, Inc. (or
its successors or assigns, as applicable), as holder of any remaining
portion of the Farallon Portfolio loan combination, will have certain
non-binding consultation rights with respect to matters relating such
rights.
In the case of one (1) of the five (5) loan combinations referred to above,
which loan is secured by the mortgaged real property identified on Annex
A-1 to this prospectus supplement as Executive Hills Portfolio, such loan
combination consists of the related trust mortgage loan and a B-note
non-trust loan that is subordinate to the related trust mortgage loan. The
holder of the B-note non-trust loan will have the right to replace the
special servicer for this mortgage loan and the right to direct and advise
the applicable master servicer on various servicing matters until an
appraisal reduction with respect to the loan combination reduces the
principal balance of the B-note non-trust loan below 25% of its original
principal balance, or the holder of more than 50% of the principal balance
of the B-note non-trust loan is the related borrower or its affiliates.
In the case of one (1) of the five (5) loan combinations referred to above,
which loan is secured by the mortgaged real property identified on Annex
A-1 to this prospectus supplement as Peninsula Beverly Hills, such loan
combination consists of the related trust mortgage loan and a B-note
non-trust loan that is subordinate to the related trust mortgage loan. The
holder of the B-note non-trust loan will have the right to replace the
special servicer for this mortgage loan and the right to direct and advise
the applicable master servicer and special servicer on various servicing
matters until an appraisal reduction with respect to the loan combination
reduces the principal balance of the related B-note non-trust loan below
25% of its original principal balance, at which time, such rights will be
with the controlling class representative.
In the case of one (1) of the five (5) loan combinations referred to above,
which loan is secured by the mortgaged real properties identified on Annex
A-1 to this prospectus supplement as Georgia-Alabama Retail Portfolio, such
loan combination consists of the related trust mortgage loan (which
consists of an A-note trust loan and a B-note trust loan), an A-note
non-trust loan that is pari passu in right of payment to the related A-note
trust mortgage loan and a B-note non-trust loan that is pari passu in right
of payment to the B-note trust loan and subordinate in right of payment to
the A-note trust mortgage loan and the A-note non-trust loan. The
controlling class representative (as designee of the holder of the B-note
trust loan) and the holder of the B-note non-trust loan, together will have
the right, under certain circumstances, to replace the special servicer
under the ML-CFC 2007-7 pooling and servicing agreement and the right to
direct and advise such master servicer and the special servicer under the
ML-CFC 2007-7 pooling and servicing agreement on various servicing matters
regarding the related loan combination until an appraisal reduction with
respect to the subject loan combination reduces the principal balance of
the related B-note trust loan and B-note non-trust loan below 25% of
S-13
P-->

their original outstanding principal balance, at which time, such rights
will be solely with the controlling class representative.
In the case of one (1) of the five (5) loan combinations referred to above,
which is secured by the mortgaged real property identified on Annex A-1 to
this prospectus supplement as Timbercreek Apartments, subject to certain
limitations with respect to modifications and the right to purchase the
related trust mortgage loan, the holder of the related B-note loan will
have no voting, consent or other rights with respect to any servicing
actions (other than in some cases, non-binding consultation rights or the
right to consent to certain modifications).
See "Description of the Mortgage Pool--The Loan Combinations-- The FarallonPortfolio Loan Combination,""--The Executive Hills Portfolio LoanCombination,""--The Peninsula Beverly Hills Loan Combination,""--TheGeorgia-Alabama Retail Portfolio Loan Combination" and "--The MezzCap LoanCombinations," and "Servicing of the Mortgage Loans--The Controlling ClassRepresentative and the Loan Combination Controlling Parties" in this
prospectus supplement.
SWAP COUNTERPARTY ........................ It is expected that Merrill Lynch Capital Services, Inc., one of our
affiliates and an affiliate of Merrill Lynch Mortgage Lending, Inc., one of
the mortgage loan sellers, and of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, one of the underwriters, will be the counterparty under the
swap agreements relating to the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates. The obligations of Merrill Lynch Capital Services, Inc. under
the swap agreements will be guaranteed by Merrill Lynch & Co., Inc.,
another of our affiliates. As of the date of this prospectus supplement,
Merrill Lynch & Co., Inc. has been assigned senior unsecured debt ratings
of "AA-" by S&P and "AA-" by Fitch. See "Description of the Swap
Agreements" in this prospectus supplement.
None of the holders of any offered certificate will have any beneficial
interest in any swap agreement.
RATING AGENCIES .......................... It is a condition to the issuance of the offered certificates that they
receive ratings from Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch"), no lower than those
shown in the table on page S-5. See "Ratings" in this prospectus
supplement.
RELEVANT DATES AND PERIODS
CUT-OFF DATE ............................. References in this prospectus supplement to the "cut-off date" mean,
individually and collectively, as the context may require, with respect to
each mortgage loan, the related due date of that mortgage loan in August,
2007 or, with respect to any mortgage loan that has its first due date in
September, 2007, August 1, 2007. All payments and collections received on
each mortgage loan after the cut-off date, excluding any payments or
collections that represent amounts due on or before that date, will belong
to the issuing entity.
CLOSING DATE ............................. The date of initial issuance for the offered certificates will be on or
about August 24, 2007.
S-14
P-->

DETERMINATION DATE ....................... For any distribution date, the eighth day of each month, or if such eighth
day is not a business day, the business day immediately succeeding,
commencing in September, 2007.
Notwithstanding the foregoing, the applicable master servicer may make its
determination as to the collections received in respect of certain mortgage
loans as of a later date during each month because those mortgage loans
provide for monthly debt-service payments to be due on a day later than the
first day of each month, but which, subject to the applicable business day
convention, is not later than the eighth day of each month.
With respect to any distribution date, references in this prospectus
supplement to "determination date" mean, as to each mortgage loan, the
applicable determination date occurring in the same month as that
distribution date.
DISTRIBUTION DATE ........................ Payments on the offered certificates are scheduled to occur monthly,
commencing in September, 2007. During any given month, the distribution
date will be the fourth business day after the related determination date.
RECORD DATE .............................. The record date for each monthly payment on an offered certificate will be
the last business day of the prior calendar month. The registered holders
of the offered certificates at the close of business on each record date
will be entitled to receive any payments on those certificates on the
following distribution date, except that the last payment on any offered
certificate will be made only upon presentation and surrender of that
certificate.
RATED FINAL DISTRIBUTION DATE ............ The rated final distribution date for each class of the offered
certificates is the distribution date in August 2049.
ASSUMED FINAL DISTRIBUTION DATES ......... Set forth opposite each class of offered certificates in the table below is
the distribution date on which the principal balance of that class is
expected to be paid in full, assuming, among other things, no
delinquencies, losses, modifications, extensions of maturity dates,
repurchases or, except as contemplated by the next sentence, prepayments of
the mortgage loans after the initial issuance of the certificates. For
purposes of the table, each mortgage loan with an anticipated repayment
date is assumed to be repaid in full on its anticipated repayment date and
each mortgage loan which converts from a fixed rate of interest to a
floating rate is assumed to be repaid in full on its first open prepayment
date.
MONTH AND YEAR OF ASSUMED FINAL
CLASS DISTRIBUTION DATE
-------------------------------- --------------------------------------
A-1 June 2012
A-2 May 2016
A-SB March 2017
A-3 July 2017
A-1A July 2017
AM July 2017
AJ August 2017
B August 2017
C August 2017
D August 2017
E August 2017
F August 2017
S-15
P-->

See the maturity assumptions described under "Yield and MaturityConsiderations" in this prospectus supplement for further assumptions that
were taken into account in determining the assumed final distribution
dates.
COLLECTION PERIOD ........................ On any distribution date, amounts available for payment on the offered
certificates will depend on the payments and other collections received,
and any advances of payments due, on the mortgage loans during the related
collection period. In general, each collection period--
o will relate to a particular distribution date;
o will be approximately one month long;
o will begin on the day after the determination date in the immediately
preceding month or, in the case of the first collection period, will
begin immediately following the cut-off date; and
o will end on the determination date in the month of the related
distribution date.
However, the collection period for any distribution date for certain
mortgage loans may differ from the collection period with respect to the
rest of the mortgage pool for that distribution date because the
determination dates for those mortgage loans may not be the same as the
determination date for the rest of the mortgage pool. Accordingly, there
may be more than one collection period with respect to some distribution
dates.
With respect to any distribution date, references in this prospectus
supplement to "collection period" mean, as to each mortgage loan, the
applicable collection period ending in the month in which that distribution
date occurs.
INTEREST ACCRUAL PERIOD .................. The amount of interest payable with respect to the offered certificates on
any distribution date will be a function of the interest accrued during the
related interest accrual period. The interest accrual period with respect
to each class of interest-bearing offered certificates and the class A-2FL,
class A-3FL, class AM-FL and class AJ-FL REMIC II regular interests for any
distribution date will be the calendar month immediately preceding the
month in which that distribution date occurs. Interest will be calculated
with respect to each class of interest-bearing offered certificates and the
class A-2FL, class A-3FL, class AM-FL and class AJ-FL REMIC II regular
interests assuming that each interest accrual period consists of 30 days
and each year consists of 360 days.
S-16
P-->

DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL .................................. The issuing entity will issue multiple classes of certificates with an
approximate total principal balance at initial issuance equal to
$2,435,364,703. Twelve (12) of those classes of the certificates are being
offered by this prospectus supplement. The classes offered by this
prospectus supplement are identified on the cover hereof. The remaining
classes of the certificates will be offered separately in a private
offering.
REGISTRATION AND DENOMINATIONS............ We intend to deliver the offered certificates in book-entry form in
original denominations of $25,000 initial principal balance and in any
whole dollar denomination in excess of $25,000.
You will initially hold your offered certificates, directly or indirectly,
through The Depository Trust Company and they will be registered in the
name of Cede & Co. as nominee for The Depository Trust Company. As a
result, you will not receive a fully registered physical certificate
representing your interest in any offered certificate, except under the
limited circumstances described under "Description of the OfferedCertificates--Registration and Denominations" in this prospectus supplement
and under "Description of the Certificates--Book-Entry Registration" in the
accompanying base prospectus.
PAYMENTS
A. GENERAL ............................... For purposes of making distributions with respect to the class A-1, A-2,
A-SB, A-3 and A-1A certificates and the class A-2FL and A-3FL certificates
(through the respective REMIC II regular interests), the mortgage loans
will be deemed to consist of two distinct groups, loan group 1 and loan
group 2. Loan group 1 will consist of 162 mortgage loans, with an initial
loan group 1 balance of $1,401,593,530 and representing approximately 57.6%
of the initial mortgage pool balance, that are secured by the various
property types that constitute collateral for those mortgage loans. Loan
group 2 will consist of 56 mortgage loans, with an initial loan group 2
balance of $1,033,771,173 and representing approximately 42.4% of the
initial mortgage pool balance, that are secured by multifamily and
manufactured housing community properties. Annex A-1 to this prospectus
supplement sets forth the loan group designation with respect to each
mortgage loan.
S-17
P-->

On each distribution date, to the extent of available funds attributable to
the mortgage loans as described below, which available funds will be net of
specified expenses of the issuing entity, including all servicing fees,
trust administration fees and other compensation, the trustee will make
payments of interest and, except in the case of the class X certificates,
principal to the holders of the following classes of certificates (or, in
the case of the reference to "A-2FL" below, with respect to the class A-2FL
REMIC II regular interest, in the case of the reference to "A-3FL" below,
with respect to the class A-3FL REMIC II regular interest, in the case of
the reference to "AM-FL" below, with respect to the class AM-FL REMIC II
regular interest, and in the case of the reference to "AJ-FL" below, with
respect to the class AJ-FL REMIC II regular interest), in the following
order:
PAYMENT ORDER CLASS
--------------------------------- -------------------------------
1 A-1, A-2, A-2FL, A-SB, A-3,
A-3FL, A-1A and X
2 AM and AM-FL
3 AJ and AJ-FL
4 B
5 C
6 D
7 E
8 F
9 G
10 H
11 J
12 K
13 L
14 M
15 N
16 P
17 Q
18 S
19 T
In general, payments of interest in respect of the class A-1, A-2, A-SB and
A-3 certificates, and the class A-2FL and class A-3FL REMIC II regular
interests will be made pro rata, based on entitlement, out of available
funds attributable to the mortgage loans in loan group 1. Payments of
interest in respect of the class A-1A certificates will be made out of
available funds attributable to the mortgage loans in loan group 2.
Payments of interest on the class X certificates will be made out of
available funds attributable to both loan groups. However, if the funds
available for those distributions of interest on any distribution date are
insufficient to pay in full the total amount of interest to be paid with
respect to any of the class A-1, A-2, A-SB, A-3, A-1A and/or X
certificates, the class A-2FL and/or class A-3FL REMIC II regular
interests, then the funds available for distribution will be allocated
among all these classes pro rata in accordance with their interest
entitlements, without regard to loan groups.
The allocation of principal payments among the class A-1, A-2, A-SB, A-3
and A-1A certificates, the class A-2FL certificates (through the class
A-2FL REMIC II regular interest) and the class A-3FL certificates (through
the class A-3FL REMIC II regular interest) also
S-18
P-->

takes into account loan groups and is described under "--Payments--Paymentsof Principal" below. See also "Description of the OfferedCertificates--Payments--Priority of Payments" in this prospectus
supplement.
No payments or other collections on the non-trust loans described under
"--The Mortgage Loans and the Mortgaged Real Properties--Loan Combinations"
below, which are not assets of the issuing entity, will be available for
distributions on the certificates. See "Description of the MortgagePool--Loan Combinations" in this prospectus supplement.
B. PAYMENTS OF INTEREST .................. Each class of certificates (other than the class Y, Z, R-I and R-II
certificates) and the class A-2FL, class A-3FL, class AM-FL and class AJ-FL
REMIC II regular interests will bear interest. With respect to each
interest-bearing class of certificates and the class A-2FL, class A-3FL,
class AM-FL and class AJ-FL REMIC II regular interests, that interest will
accrue during each interest accrual period based upon--
o the pass-through rate applicable for the particular class of
certificates, the class A-2FL REMIC II regular interest, the class
A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest or the class AJ-FL REMIC II regular interest, as the case
may be, for that interest accrual period;
o the total principal balance or notional amount, as the case may be,
of the particular class of certificates, the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the
class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
regular interest, as the case may be, outstanding immediately prior
to the related distribution date; and
o the assumption that each year consists of twelve 30-day months (or,
in the case of each of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates, for so long as the related swap agreement is in effect
and there is no continuing payment default under any swap agreement
on the part of the swap counterparty, based on the actual number of
days in the applicable interest accrual period and the assumption
that each year consists of 360 days).
A whole or partial prepayment on a mortgage loan may not be accompanied by
the amount of one full month's interest on the prepayment. As and to the
extent described under "Description of the OfferedCertificates--Payments--Payments of Interest" in this prospectus
supplement, these shortfalls may be allocated (in the case of the class
A-2FL certificates, through the class A-2FL REMIC II regular interest, in
the case of the class A-3FL certificates, through the class A-3FL REMIC II
regular interest, in the case of the class AM-FL certificates, through the
class AM-FL REMIC II regular interest, and in the case of the class AJ-FL
certificates, through the class AJ-FL REMIC II regular interest) to reduce
the amount of accrued interest otherwise payable to the holders of the
respective interest-bearing classes of the certificates (other than the
class X certificates).
S-19
P-->

On each distribution date, subject to available funds and the payment
priorities described under "--Payments--General" above, you will be
entitled to receive your proportionate share of: (a) all interest accrued
with respect to your class of offered certificates during the related
interest accrual period; plus (b) any interest that was payable with
respect to your class of offered certificates on all prior distribution
dates, to the extent not previously paid; less (c) except in the case of
the class X certificates, your class's share of any shortfalls in interest
collections due to prepayments on mortgage loans that are not offset by
certain payments made by, in each case, the applicable master servicer.
If, as described below under "--Payments of Principal," collections of
principal are insufficient to make a full reimbursement for nonrecoverable
advances, those amounts may be reimbursed from interest on the mortgage
loans, thereby reducing the amount of interest otherwise distributable on
the interest-bearing certificates on the related distribution date.
See "Description of the Offered Certificates--Payments--Payments ofInterest,""--Payments--Priority of Payments" and "--Calculation ofPass-Through Rates" in this prospectus supplement.
C. PAYMENTS OF PRINCIPAL ................. The class X, R-I, R-II, Y and Z certificates do not have principal balances
and do not entitle their holders to payments of principal. Subject to
available funds and the payment priorities described under
"--Payments--General" above, however, the holders of each class of
principal balance certificates will be entitled to receive a total amount
of principal over time equal to the initial principal balance of their
particular class. The trustee will be required to make payments of
principal in a specified sequential order (in the case of the class A-2FL
certificates, through the class A-2FL REMIC II regular interest, in the
case of the class A-3FL certificates, through the class A-3FL REMIC II
regular interest, in the case of the class AM-FL certificates, through the
class AM-FL REMIC II regular interest, and in the case of the class AJ-FL
certificates, through the class AJ-FL REMIC II regular interest) to ensure
that--
o no payments of principal will be made to the holders of the class G,
H, J, K, L, M, N, P, Q, S or T certificates until the total principal
balance of the offered certificates and the class A-2FL, class A-3FL,
class AM-FL and class AJ-FL REMIC II regular interests are reduced to
zero;
o no payments of principal will be made to the holders of the class AM,
AM-FL (through the class AM-FL REMIC II regular interest), AJ, AJ-FL
(through the class AJ-FL REMIC II regular interest), B, C, D, E or F
certificates until, in the case of each of those classes, the total
principal balance of all more senior classes of offered certificates
and the class A-2FL and A-3FL REMIC II regular interests is reduced
to zero; and
o except as described under "--Amortization, Liquidation and Payment
Triggers" below, payments of principal will be made--
(i) to, first, the holders of the class A-1 certificates, until the
total principal balance of such certificates is reduced to
S-20
P-->

zero, second, the holders of the class A-2 certificates and
class A-2FL REMIC II regular interest, on a pro rata basis by
principal balance, until the total principal balance of such
classes is reduced to zero, third, the holders of the class
A-SB certificates, until the total principal balance of such
certificates is reduced to zero, fourth, the holders of the
class A-3 certificates and class A-3FL REMIC II regular
interest, on a pro rata basis by principal balance, until the
total principal balance of such classes is reduced to zero, in
an aggregate amount equal to the funds allocated to principal
with respect to mortgage loans in loan group 1 and, after the
total principal balance of the class A-1A certificates has been
reduced to zero, the funds allocated to principal with respect
to mortgage loans in loan group 2, provided that, on each
distribution date the total principal balance of the class A-SB
certificates must, subject to available funds, be paid down, if
necessary, to the scheduled principal balance for that class
for that distribution date that is set forth on Annex E to this
prospectus supplement before any payments of principal are made
with respect to the class A-1, A-2 and/or A-3 certificates or
the class A-2FL and/or A-3FL REMIC II regular interests,
(ii) to the holders of the class A-1A certificates, until the total
principal balance of such certificates is reduced to zero, in
an aggregate amount equal to the funds allocated to principal
with respect to mortgage loans in loan group 2 and, after the
total principal balance of the class A-1, A-2, A-SB and A-3
certificates and the class A-2FL and class A-3FL REMIC II
regular interests has been reduced to zero, the funds allocated
to principal with respect to mortgage loans in loan group 1.
The total payments of principal to be made on the principal balance
certificates on any distribution date will generally be a function of--
o the amount of scheduled payments of principal due or, in some cases,
deemed due on the mortgage loans during the related collection
period, which payments are either received as of the end of that
collection period or advanced by the applicable master servicer or
the trustee; and
o the amount of any prepayments and other unscheduled collections of
previously unadvanced principal with respect to the mortgage loans
that are received during the related collection period.
However, if the applicable master servicer, the special servicer or the
trustee reimburses itself out of general collections on the mortgage pool
for any advance, together with any interest accrued on that advance, that
it has determined is not ultimately recoverable out of collections on the
related mortgage loan, then that advance, together with interest accrued on
that advance, will be reimbursed first out of payments and other
collections of principal on all the mortgage loans, thereby reducing the
amount of principal otherwise distributable in respect of
S-21
P-->

the principal balance certificates on the related distribution date, prior
to being reimbursed out of payments and other collections of interest on
all the mortgage loans.
Additionally, if any advance, together with interest accrued on that
advance, with respect to a defaulted mortgage loan remains unreimbursed
following the time that the mortgage loan is modified and returned to
performing status, then (even though that advance has not been deemed
nonrecoverable from collections on the related mortgage loan) the
applicable master servicer, the special servicer or the trustee, as
applicable, will be entitled to reimbursement for that advance, with
interest, on a monthly basis, out of payments and other collections of
principal on all the mortgage loans after the application of those
principal payments and collections to reimburse any party for advances that
are nonrecoverable on a loan-specific basis as described in the prior
paragraph, thereby reducing the amount of principal otherwise distributable
in respect of the principal balance certificates on the related
distribution date.
Reimbursements of the advances described in the prior two paragraphs will
generally be made first from principal collections on the mortgage loans
included in the loan group which includes the mortgage loan in respect of
which the advance was made, and if those collections are insufficient to
make a full reimbursement, then from principal collections on the mortgage
loans in the other loan group. As a result, distributions of principal with
respect to the class A-1, A-2, A-SB, A-3 or A-1A certificates, the class
A-2FL certificates (through the class A-2FL REMIC II regular interest) or
the class A-3FL certificates (through the class A-3FL REMIC II regular
interest) may be reduced even if the advances being reimbursed were made in
respect of mortgage loans included in the loan group that does not
primarily relate to such class of certificates.
If any advance described above is not reimbursed in whole on any
distribution date due to insufficient principal collections and, solely in
the case of an advance that is nonrecoverable on a loan-specific basis,
interest collections on the mortgage pool during the related collection
period, then the portion of that advance which remains unreimbursed will be
carried over, and continue to accrue interest, for reimbursement on the
following distribution date.
The payment of certain default-related or otherwise unanticipated expenses
with respect to any mortgage loan may reduce the amounts allocable as
principal of that mortgage loan and, accordingly, the principal
distributions on the principal balance certificates.
See "Description of the Offered Certificates--Payments--Payments ofPrincipal" and "--Payments--Priority of Payments" in this prospectus
supplement.
D. AMORTIZATION, LIQUIDATION
AND PAYMENT TRIGGERS .................. As a result of losses on the mortgage loans and/or default-related or other
unanticipated expenses of the issuing entity, the total principal balance
of the class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P,
Q, S and T certificates could be reduced to zero at a time when the class
A-1, A-2, A-2FL, A-SB, A-3, A-3FL and A-1A certificates remain outstanding.
See "--Description of the Offered
S-22
P-->

Certificates--Allocation of Losses on the Mortgage Loans and Other
Unanticipated Expenses" below. If the total principal balance of the class
AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, S and T
certificates is reduced to zero at a time when the class A-1, A-2, A-2FL,
A-SB, A-3, A-3FL and A-1A certificates, or any two or more of those
classes, remain outstanding, any payments of principal will be distributed
to the holders of the outstanding class A-1, A-2, A-2FL, A-SB, A-3, A-3FL
and A-1A certificates (in the case of the class A-2FL and A-3FL
certificates, through the class A-2FL and class A-3FL REMIC II regular
interests, respectively), pro rata, rather than sequentially, in accordance
with their respective principal balances and without regard to loan groups.
E. PAYMENTS OF PREPAYMENT
PREMIUMS AND YIELD
MAINTENANCE CHARGES ................... You may, in certain circumstances, also receive distributions of prepayment
premiums and yield maintenance charges collected on the mortgage loans. Any
distributions of those amounts would be in addition to the distributions of
principal and interest described above.
If any prepayment premium or yield maintenance charge is collected on any
of the mortgage loans, then the trustee will pay that amount in the
proportions described under "Description of the OfferedCertificates--Payments--Payments of Prepayment Premiums and YieldMaintenance Charges" (other than to the holders of any class A-2FL, class
A-3FL, class AM-FL and class AJ-FL certificates for so long as the related
swap agreement is in effect) in this prospectus supplement, to--
o the holders of any of the class A-1, A-2, A-SB, A-3, A-1A, AM, AJ, B,
C, D, E, F, G, H, J and/or K certificates and/or the class A-2FL
REMIC II regular interest, the class A-3FL REMIC II regular interest,
the class AM-FL REMIC II regular interest and/or the class AJ-FL
REMIC II regular interest that are then entitled to receive payments
of principal with respect to the loan group that includes the prepaid
mortgage loan; and/or
o the holders of the class X certificates.
All prepayment premiums and yield maintenance charges payable as described
above will be reduced, with respect to specially serviced mortgage loans,
by an amount equal to certain expenses of the issuing entity and losses
realized in respect of the mortgage loans previously allocated to any class
of certificates.
See "Description of the Offered Certificates--Payments--Payments ofPrepayment Premiums and Yield Maintenance Charges" in this prospectus
supplement.
S-23
P-->

F. FEES AND EXPENSES ..................... The amounts available for distribution on the certificates on any
distribution date will generally be net of the following amounts:
TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
------------------------------- --------------------------------------------------- --------------
FEES
Master Servicing Fee / Master Payable with respect to each and every mortgage Monthly
Servicers loan held by the issuing entity, including each
specially serviced mortgage loan, if any, and each
mortgage loan, if any, as to which the
corresponding mortgaged real property has been
acquired as foreclosure property as part of the
assets of the issuing entity. With respect to
each such mortgage loan, the master servicing fee
will: (1) generally be calculated for the same
number of days and on the same principal amount as
interest accrues or is deemed to accrue on that
mortgage loan; (2) accrue at an annual rate that
ranges from 0.02000% to 0.10000% per annum; and
(3) be payable (a) monthly from amounts allocable
as interest with respect to that mortgage loan
and/or (b) if the subject mortgage loan and any
related foreclosure property has been liquidated
on behalf of, among others, the
certificateholders, out of general collections on
the mortgage pool. Master servicing fees with
respect to any mortgage loan will include the
primary servicing fees payable by the applicable
master servicer to any sub-servicer with respect
to that mortgage loan.
Additional Master Servicing o Prepayment interest excesses collected Time to time
Compensation / Master Servicers on mortgage loans that are the subject
of a principal prepayment in full or in
part after their respective due dates
in any collection period;
o All interest and investment income earned Monthly
on amounts on deposit in accounts
maintained by a master servicer, to the
extent not otherwise payable to the
borrowers;
o On non-specially serviced mortgage loans, Time to time
late payment charges and default interest
actually collected with respect to the
subject mortgage loan during any
collection period, but only to the extent
not otherwise allocable to pay the
following items with respect to the
subject mortgage loan: (i) interest on
advances; or (ii) additional trust fund
expenses currently payable or previously
paid with respect to the subject mortgage
loan or related mortgaged real property
from collections on the mortgage pool and
not previously reimbursed; and
S-24
P-->

TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
------------------------------- --------------------------------------------------- --------------
o With respect to any non-specially Time to Time
serviced mortgage loan, 100%--or, if the
consent of the special servicer is
required with respect to the subject
action, 50%-- of each assumption
application fee, assumption fee,
modification fee, extension fee other
similar fee or fees paid in connection
with a defeasance of a mortgage loan that
is actually paid by a borrower in
connection with the related action.
Special Servicing Fee / Payable with respect to each mortgage loan that is Monthly
Special Servicer being specially serviced or as to which the
corresponding mortgaged real property has been
acquired as foreclosure property as part of the
assets of the issuing entity. With respect to each
such mortgage loan, the special servicing fee will:
(a) accrue for the same number of days and on the
same principal amount as interest accrues or is
deemed to accrue from time to time on that mortgage
loan; (b) accrue at a special servicing fee rate of
0.25% per annum; and (c) be payable monthly from
general collections on the mortgage pool.
Workout Fee / Special Servicer Payable with respect to each specially serviced Time to time
mortgage loan that the special servicer successfully
works out. The workout fee will be payable out of,
and will be calculated by application of a workout
fee rate of 1.0% to, each collection of interest and
principal received on the subject mortgage loan for
so long as it is not returned to special servicing
by reason of an actual or reasonably foreseeable
default.
Principal Recovery Fee / Subject to the exceptions described under "Servicing Time to time
Special Servicer of the Mortgage Loans--Servicing and OtherCompensation and Payment of Expenses--PrincipalSpecial Servicing Compensation--The PrincipalRecovery Fee" in this prospectus supplement, payable
with respect to: (a) each specially serviced
mortgage loan--or any replacement mortgage loan
substituted for it--as to which the special servicer
obtains a full or discounted payoff from the related
borrower; and (b) any specially serviced mortgage
loan or foreclosure property as to which the special
servicer receives any liquidation proceeds, sale
proceeds, insurance proceeds or condemnation
proceeds. As to each such specially serviced
mortgage loan or foreclosure property, the principal
recovery fee will be payable from, and will be
calculated by application of a principal recovery
fee rate of 1.0% to, the related payment or
proceeds.
Additional Special Servicing o All interest and investment income earned Monthly
Compensation / Special Servicer on amounts on deposit in accounts
maintained by the special servicer;
S-25
P-->

TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
------------------------------- --------------------------------------------------- --------------
o On specially serviced mortgage loans, Time to time
late payment charges and default interest
actually collected with respect to the
subject mortgage loan during any
collection period, but only to the extent
not otherwise allocable to pay the
following items with respect to the
subject mortgage loan: (i) interest on
advances; or (ii) additional trust fund
expenses currently payable or previously
paid with respect to the subject mortgage
loan or related mortgaged real property
from collections on the mortgage pool and
not previously reimbursed;
o With respect to any specially serviced Time to time
mortgage loan, 100% of assumption fees or
modification fee actually paid by a
borrower with respect to any assumption
or modification; and
o With respect to any non-specially Time to time
serviced mortgage loan, if the consent of
the special servicer is required with
respect to the subject action, 50% of
assumption application fees, assumption
fees, modification fees and other fees
actually paid by a borrower with respect
to any assumption, modification or other
agreement entered into by the applicable
master servicer.
Trust Administration Fee / Payable out of general collections on the mortgage Monthly
Trustee pool and, for any distribution date, will equal one
month's interest at 0.00085% per annum with respect
to each and every mortgage loan held by the issuing
entity, including each specially serviced mortgage
loan, if any, and each mortgage loan, if any, as to
which the corresponding mortgaged real property has
been acquired as foreclosure property as part of the
assets of the issuing entity.
Additional Trust All interest and investment income earned on amounts Monthly
Administration on deposit in accounts maintained by the trustee.
Compensation/Trustee
EXPENSES
Servicing Advances / Trustee, To the extent of funds available, the amount of Time to time
Master Servicers or Special any servicing advances.(1)
Servicer
Interest on Servicing Advances At a rate per annum equal to a published prime Time to time
/ Master Servicers, Special rate, accrued on the amount of each outstanding
Servicer or Trustee servicing advance.(2)
P&I Advances / Master To the extent of funds available, the amount of Time to Time
Servicers and Trustee any P&I advances.(1)
Interest on P&I Advances / At a rate per annum equal to a published prime Time to Time
Master Servicers and Trustee rate, accrued on the amount of each outstanding
S-26
P-->

TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
------------------------------- --------------------------------------------------- --------------
Indemnification Expenses / Amount to which such party is entitled to Time to time
Trustee and any director, indemnification under the pooling and servicing
shareholder, officer, employee agreement.(3)
or agent of the Trustee;
Depositor, Master Servicers or
Special Servicer and any
shareholder, director,
officer, employee or agent of
Depositor, the Master
Servicers or Special Servicer
____________________
(1) Reimbursable out of collections on the related mortgage loan, except that:
(a) advances that are determined not to be recoverable out of related
collections will be reimbursable first out of general collections of
principal on the mortgage pool and then out of other general collections
on the mortgage pool; and (b) advances that remain outstanding after a
specially serviced mortgage loan has been worked out and the servicing of
that mortgage loan has been returned to the applicable master servicer may
be reimbursable out of general collections of principal on the mortgage
pool.
(2) Payable out of late payment charges and/or default interest on the related
mortgage loan or, in connection with or after reimbursement of the related
advance, out of general collections on the mortgage pool, although in some
cases interest on advances may be payable first or solely out of general
collections of principal on the mortgage pool.
(3) Payable out of general collections on the mortgage pool. In general, none
of the above specified persons are entitled to indemnification for (1) any
liability specifically required to be borne by the related person pursuant
to the terms of the pooling and servicing agreement, or (2) any loss,
liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of, or the negligent disregard of, such
party's obligations and duties under the pooling and servicing agreement,
or as may arise from a breach of any representation or warranty of such
party made in the pooling and servicing agreement.
The foregoing fees and expenses will generally be payable prior to
distribution on the offered certificates. If any of the foregoing fees and
expenses are identified as being payable out of a particular source of
funds, then the subject fee or expense, as the case may be, will be payable
out of that particular source of funds prior to any application of those
funds to make payments with respect to the offered certificates. In
addition, if any of the foregoing fees and expenses are identified as being
payable out of general collections with respect to the mortgage pool, then
the subject fee or expense, as the case may be, will be payable out of
those general collections prior to any application of those general
collections to make payments with respect to the offered certificates.
Further information with respect to the foregoing fees and expenses,
including information regarding the general purpose of and the source of
payment for these fees and expenses, as well as information regarding other
fees and expenses, is set forth under "Description of the OfferedCertificates--Fees and Expenses" in this prospectus supplement.
G. PAYMENTS OF ADDITIONAL INTEREST ....... On each distribution date, any additional interest collected during the
related collection period on a mortgage loan that converts from a fixed
rate of interest to a floating rate of interest (accruing at a rate in
excess of the initial fixed interest rate) will be distributed to the
holders of the class Y certificates, and any additional interest collected
during the related collection period on a mortgage loan with an anticipated
repayment date will be distributed to the holders of the class Z
certificates. See "Description of the OfferedCertificates--Payments--Payments of Additional Interest" in this prospectus
supplement.
S-27
P-->

H. ALLOCATION OF LOSSES ON THE
MORTGAGE LOANS AND OTHER
UNANTICIPATED EXPENSES ................ Because of losses on the mortgage loans, reimbursements of advances
determined to be nonrecoverable on a loan-specific basis and/or
default-related and other unanticipated expenses of the issuing entity
(such as interest on advances, special servicing fees, workout fees and
liquidation fees), the total principal balance of the mortgage pool, less
any related outstanding advances of principal, may fall below the total
principal balance of the principal balance certificates. For purposes of
this determination only, effect will not be given to any reductions of the
principal balance of any mortgage loan for payments of principal collected
on the mortgage loans that were used to reimburse any advances outstanding
after a workout of another mortgage loan to the extent those advances are
not otherwise determined to be nonrecoverable on a loan-specific basis. If
and to the extent that those losses, reimbursements and expenses cause the
total principal balance of the mortgage pool, less any related outstanding
advances of principal, to be less than the total principal balance of the
principal balance certificates following the payments made on the
certificates on any distribution date, the total principal balances of the
following classes of principal balance certificates (or, in the case of the
reference to "A-2FL" below, the class A-2FL REMIC II regular interest, in
the case of the reference to "A-3FL" below, the class A-3FL REMIC II
regular interest, in the case of the reference to "AM-FL" below, the class
AM-FL REMIC II regular interest and in the case of the reference to "AJ-FL"
below, the class AJ-FL REMIC II regular interest) will be successively
reduced in the following order, until the deficit is eliminated:
REDUCTION ORDER CLASS
---------------------------------- ---------------------------------------
1 T
2 S
3 Q
4 P
5 N
6 M
7 L
8 K
9 J
10 H
11 G
12 F
13 E
14 D
15 C
16 B
17 AJ, AJ-FL
18 AM, AM-FL
19 A-1, A-2, A-2FL, A-SB, A-3, A-3FL
and A-1A
Any reduction to the total principal balances of the class A-1, A-2, A-SB,
A-3 and A-1A certificates and the class A-2FL and A-3FL REMIC II regular
interests will be made on a pari passu and pro rata basis in accordance
with the relative sizes of those principal balances, without regard to loan
groups. Any reduction to the total principal balances of
S-28
P-->

the class AM certificates and class AM-FL REMIC II regular interest will be
made on a pari passu and pro rata basis in accordance with the relative
sizes of those principal balances. Any reduction to the total principal
balances of the class AJ certificates and class AJ-FL REMIC II regular
interest will be made on a pari passu and pro rata basis in accordance with
the relative sizes of those principal balances.
Any losses realized on the mortgage loans or additional trust fund expenses
allocated in reduction of the principal balance of any class of principal
balance certificates will result in a corresponding reduction in the
notional amount of the class X certificates.
See "Description of the Offered Certificates--Reductions to CertificatePrincipal Balances in Connection with Realized Losses and Additional TrustFund Expenses" in this prospectus supplement.
I. ADVANCES OF DELINQUENT
MONTHLY DEBT SERVICE PAYMENTS ......... Except as described below, each master servicer will be required to make
advances of principal and/or interest due on the mortgage loans master
serviced thereby with respect to any delinquent monthly payments, other
than balloon payments. In addition, the trustee must make any of those
advances that the applicable master servicer is required to but fails to
make. As described under "Description of the Offered Certificates--Advancesof Delinquent Monthly Debt Service Payments and Reimbursement of Advances"
in this prospectus supplement, any party that makes an advance will be
entitled to be reimbursed for the advance, together with interest at a
published prime rate, as described in that section of this prospectus
supplement.
Notwithstanding the foregoing, none of the master servicers or the trustee
will be required to make any advance that it determines, in its reasonable
judgment, will not be recoverable (together with interest accrued on that
advance) from proceeds of the related mortgage loan. The trustee will be
entitled to rely on any determination of non-recoverability made by a
master servicer. The special servicer may also determine that any interest
and/or principal advance made or proposed to be made by a master servicer
or the trustee is not or will not be, as applicable, recoverable, together
with interest accrued on that advance, from proceeds of the mortgage loan
to which that advance relates, and the applicable master servicer and the
trustee will be entitled to rely on any determination of nonrecoverability
made by the special servicer and will be required to act in accordance with
that determination. The special servicer, however, will not have the right
to determine as recoverable any advance that has been determined by the
applicable master servicer to be nonrecoverable.
In addition, if any of the adverse events or circumstances that we refer to
under "Servicing of the Mortgage Loans--Required Appraisals" in, and
described in the glossary to, this prospectus supplement occur or exist
with respect to any mortgage loan or the mortgaged real property for that
mortgage loan, the special servicer will be obligated to obtain a new
appraisal or, at the special servicer's option in cases involving mortgage
loans with relatively small principal balances, conduct a valuation of that
property. If, based on that appraisal or other valuation, subject to the
discussion below regarding the loan combinations, it is determined that:
S-29
P-->

o the sum of the principal balance of the subject mortgage loan plus
other delinquent amounts due under the subject mortgage loan exceeds
o an amount generally equal to:
1. 90% of the new estimated value of the related mortgaged real
property, which value may be reduced by the special servicer
based on its review of the related appraisal and other relevant
information; plus
2. certain other amounts such as escrow funds,
then the amount otherwise required to be advanced with respect to interest
on that mortgage loan will be reduced in the same proportion that the
excess, sometimes referred to as an appraisal reduction amount, bears to
the principal balance of the mortgage loan, which will be deemed to be
reduced by any outstanding advances of principal in respect of that
mortgage loan. In the event advances of interest are so reduced, funds
available to make payments on the certificates then outstanding will be
reduced.
The calculation of any appraisal reduction amount in respect of any trust
mortgage loan that is part of a loan combination will take into account any
related A-note and/or B-note loan, as applicable. The special servicer will
determine whether an appraisal reduction amount exists with respect to any
of those loan combinations based on a calculation that generally treats the
subject loan combination as if it were a single mortgage loan. Any
resulting appraisal reduction amount with respect to any of those loan
combinations will be allocated, first (if applicable) to the related B-note
loan or loans (up to the amount of the outstanding principal balance of
that B-note loan or loans), and then to the related mortgage loan held by
the issuing entity and any other related A-note mortgage loans not held by
the issuing entity, on a pro rata basis. The amount of advances of interest
on each of the mortgage loans held by the issuing entity that is part of a
loan combination will be reduced so as to take into account any appraisal
reduction amount allocable to the subject mortgage loan.
None of the master servicers or the trustee will be required to make
advances of principal and/or interest with respect to any mortgage loan
that is not held by the issuing entity.
See "Description of the Offered Certificates--Advances of DelinquentMonthly Debt Service Payments and Reimbursement of Advances" and "Servicingof the Mortgage Loans--Required Appraisals" in this prospectus supplement.
See also "Description of the Governing Documents--Advances" in the
accompanying base prospectus.
J. REPORTS TO CERTIFICATEHOLDERS ......... On each distribution date, the trustee will make available on its internet
website, initially located at www.etrustee.net, or provide on request, to
the registered holders of the offered certificates, a monthly report
substantially in the form of Annex D to this prospectus supplement. The
trustee reports will detail, among other things, the distributions made to
the certificateholders on that distribution date and the performance of the
mortgage loans and the mortgaged real properties.
S-30
P-->

You may also review on the trustee's website, initially located at
www.etrustee.net, or, upon reasonable prior notice, at the trustee's
offices during normal business hours, a variety of information and
documents that pertain to the mortgage loans and the mortgaged real
properties for those loans.
See "Description of the Offered Certificates--Reports toCertificateholders; Available Information" in this prospectus supplement.
K. OPTIONAL AND OTHER TERMINATION ........ Specified parties to the transaction may purchase all of the mortgage loans
and any foreclosure properties held by the issuing entity, and thereby
terminate the issuing entity, when the aggregate principal balance of the
mortgage loans, less any outstanding advances of principal, is less than
approximately 1.0% of the initial mortgage pool balance, prior to the
application of principal payments and losses in the related collection
period.
In addition, if, following the date on which the total principal balance of
the offered certificates and the class A-2FL, A-3FL, AM-FL and AJ-FL REMIC
II regular interests, are reduced to zero, all of the remaining
certificates (but excluding the class Y, Z, R-I and R-II certificates) are
held by the same certificateholder, the issuing entity may also be
terminated, subject to such additional conditions as may be set forth in
the pooling and servicing agreement, in connection with an exchange of all
the remaining certificates (other than the class Y, Z, R-I and R-II
certificates) for all the mortgage loans and any foreclosure properties
held by the issuing entity at the time of exchange.
See "Description of the Offered Certificates--Termination" in this
prospectus supplement.
THE MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
GENERAL .................................. In this section, we provide summary information with respect to the
mortgage loans that we intend to transfer to the issuing entity. For more
detailed information regarding those mortgage loans, you should review the
following sections in this prospectus supplement:
o "Description of the Mortgage Pool";
o "Risk Factors--Risks Related to the Mortgage Loans";
o Annex A-1--Certain Characteristics of the Mortgage Loans;
o Annex A-2--Certain Statistical Information Regarding the Mortgage
Loans;
o Annex A-3--Haverly Park Apartments Trust Mortgage Loan Amortization
Schedule;
o Annex B--Certain Characteristics Regarding Multifamily Properties in
Loan Group 2; and
o Annex C--Preliminary Structural and Collateral Term Sheet.
S-31
P-->

When reviewing the information that we have included in this prospectus
supplement with respect to the mortgage loans that are to be transferred to
the issuing entity, please note that--
o all numerical information provided with respect to the mortgage loans
is provided on an approximate basis;
o all cut-off date principal balances assume the timely receipt of the
scheduled payments for each mortgage loan and that no prepayments
occur prior to the cut-off date;
o all weighted average information provided with respect to the
mortgage loans reflects a weighting of the subject mortgage loans
based on their respective cut-off date principal balances; the
initial mortgage pool balance will equal the total cut-off date
principal balance of the entire mortgage pool, and the initial loan
group 1 balance and the initial loan group 2 balance will each equal
the total cut-off date principal balance of the mortgage loans in the
subject loan group; we show the cut-off date principal balance for
each of the mortgage loans on Annex A-1 to this prospectus
supplement;
o when information with respect to the mortgage loans is expressed as a
percentage of the initial mortgage pool balance, the initial loan
group 1 balance or the initial loan group 2 balance, the percentages
are based upon the cut-off date principal balances of the subject
mortgage loans;
o when information with respect to the mortgaged real properties is
expressed as a percentage of the initial mortgage pool balance, the
initial loan group 1 balance or the initial loan group 2 balance, the
percentages are based upon the cut-off date principal balances of the
related mortgage loans;
o if any mortgage loan is secured by multiple mortgaged real
properties, the related cut-off date principal balance has been
allocated among the individual properties based on any of (i) an
individual property's appraised value as a percentage of the total
appraised value of all the related mortgaged real properties,
including the subject individual property, securing that mortgage
loan, (ii) an individual property's underwritten net operating income
as a percentage of the total underwritten net operating income of all
the related mortgaged real properties, including the subject
individual property, securing that mortgage loan and (iii) an
allocated loan balance specified in the related loan documents;
o unless specifically indicated otherwise, statistical information
presented in this prospectus supplement with respect to any funded
mortgage loan held by the issuing entity that is part of a loan
combination includes the related A-note loans not included in the
issuing entity;
o other than with respect to Farallon Portfolio and Georgia-Alabama
Retail Portfolio and unless specifically indicated otherwise,
statistical information presented in this prospectus
S-32
P-->

supplement with respect to any mortgage loan held by the issuing
entity that is part of a loan combination excludes the related B-note
loan not included in the issuing entity;
o statistical information regarding the mortgage loans may change prior
to the date of initial issuance of the offered certificates due to
changes in the composition of the mortgage pool prior to that date,
which may result in the initial mortgage pool balance being as much
as 5% larger or smaller than indicated;
o the sum of numbers presented in any column within a table may not
equal the indicated total due to rounding;
o when a mortgage loan is identified by loan number, we are referring
to the loan number indicated for that mortgage loan on Annex A-1 to
this prospectus supplement; and
o when a mortgage loan does not have a fixed interest rate for the loan
term, the interest rate shown or used in calculations throughout is
the initial interest rate, unless otherwise specified.
SUBSTITUTIONS, ACQUISITIONS AND
REMOVALS OF MORTGAGE LOANS ............ On or prior to the date of initial issuance of the offered certificates, we
will acquire the mortgage loans from the sponsors and will transfer the
mortgage loans to the issuing entity. Except as contemplated in the
following paragraphs regarding the replacement of a defective mortgage
loan, no mortgage loan may otherwise be added to the assets of the issuing
entity.
Each sponsor, with respect to each mortgage loan transferred by it to us
for inclusion in the pool as assets held by the issuing entity, will:
o make, as of the date of initial issuance of the offered certificates,
and subject to any applicable exceptions, the representations and
warranties generally described under "Description of the MortgagePool--Representations and Warranties" in this prospectus supplement;
and
o agree to deliver the loan documents described under "Description ofthe Mortgage Pool--Assignment of the Mortgage Loans" in this
prospectus supplement.
If there exists a breach of any of those representations and warranties, or
if there exists a document defect with respect to any mortgage loan, which
breach or document defect materially and adversely affects the value of the
subject mortgage loan or the interests of the certificateholders, and if
that breach or document defect is not cured within the period contemplated
under "Description of the Mortgage Pool--Repurchases and Substitutions" in
this prospectus supplement, then the affected mortgage loan will be subject
to repurchase or substitution as described under "Description of theMortgage Pool--Repurchases and Substitutions" in this prospectus
supplement.
S-33
P-->

If any mortgage loan experiences payment defaults similar to the payment
defaults that would result in a transfer of servicing from the applicable
master servicer to the special servicer, then it will be subject to a fair
value purchase option on the part of the special servicer, the holder--or,
if applicable, the beneficial owner--of certificates representing the
largest percentage interest of voting rights allocated to the controlling
class or an assignee of the foregoing, as described under "Servicing of theMortgage Loans--Realization Upon Defaulted Mortgage Loans--Fair Value Call"
in this prospectus supplement; provided, however, that with respect to the
Farallon Portfolio trust mortgage loan, one or more of the holders of the
non-trust loans will have the right to purchase the Farallon Portfolio
trust mortgage loan prior to the special servicer or the controlling class
representative; provided, further, with respect to the Georgia-Alabama
Retail Portfolio trust mortgage loan, the holders of the B-note trust loan
and the B-note non-trust loan each have the right to exercise a purchase
option and purchase (at par) both the related trust mortgage loan and the
A-note non-trust loan, and, if such right is not exercised by such B-note
holders, the controlling class representative of the securitization
containing the A-note non-trust loan has a fair value right to purchase the
related A-note non-trust loan and the special servicer or the controlling
class representative has a fair value purchase option with respect to the
trust mortgage loan. See "Description of the Mortgage Pool--The LoanCombinations--The Farallon Portfolio Loan Combination" and "--TheGeorgia-Alabama Retail Portfolio Loan Combination" in this prospectus
supplement.
If, in the case of any mortgage loan held by the issuing entity, there
exists additional debt that is secured by the related mortgaged real
property or by an interest in the related borrower, which additional debt
is not held by the issuing entity, then the lender on that additional debt
may be entitled to acquire that mortgage loan--generally at a price no less
than the unpaid principal balance of the subject mortgage loan, plus
interest, exclusive of default interest, accrued thereon--upon the
occurrence of a default or, in some cases, a reasonably foreseeable
default.
The issuing entity will be subject to optional termination as discussed
under "Description of the Offered Certificates--Termination" in this
prospectus supplement.
PAYMENT AND OTHER TERMS................... Each of the mortgage loans is the obligation of a borrower to repay a
specified sum with interest. Each of the mortgage loans is secured by a
first mortgage lien on the fee and/or leasehold interest of the related
borrower or another party in one or more commercial, multifamily or
manufactured housing community real properties. Each mortgage lien will be
subject to the limited permitted encumbrances that we describe in the
glossary to this prospectus supplement.
All of the mortgage loans are or should be considered nonrecourse. None of
the mortgage loans is insured or guaranteed by any governmental agency or
instrumentality, by any private mortgage insurer, by any sponsor or by any
of the parties to the pooling and servicing agreement.
S-34
P-->

Each of the mortgage loans currently accrues interest at the annual rate
specified with respect to that loan on Annex A-1 to this prospectus
supplement. Except as otherwise described below with respect to mortgage
loans that have anticipated repayment dates or that are converting mortgage
loans or the mortgage loan identified on Annex A-1 to this prospectus
supplement as Haverly Park Apartments, the mortgage interest rate for each
mortgage loan is, in the absence of default, fixed for the entire term of
the mortgage loan.
A. Amortizing Balloon Loans .............. Seventy-seven (77) of the mortgage loans, representing approximately 15.7%
of the initial mortgage pool balance (fifty-six (56) mortgage loans in loan
group 1, representing approximately 17.9% of the initial loan group 1
balance, and twenty-one (21) mortgage loans in loan group 2, representing
approximately 12.6% of the initial loan group 2 balance), provide for:
o the amortization of principal commencing, in each such case, no later
than the first regular payment date following origination;
o an amortization schedule that is significantly longer than its
remaining term to stated maturity; and
o a substantial payment of principal on its maturity date.
These 77 balloon mortgage loans do not include any of the balloon mortgage
loans described under "--Partial Interest-Only Balloon Loans" or
"--Interest-Only Balloon Loans" below.
B. Partial Interest-Only Balloon Loans
or ARD Loans ......................... Ninety (90) of the mortgage loans, representing approximately 48.3% of the
initial mortgage pool balance (seventy-three (73) mortgage loans in loan
group 1, representing approximately 47.2% of the initial loan group 1
balance, and seventeen (17) mortgage loans in loan group 2, representing
approximately 49.7% of the initial loan group 2 balance), require:
o the payment of interest only on each due date until the expiration of
a designated period;
o the amortization of principal following the expiration of that
interest-only period based on an amortization schedule that is
significantly longer than its remaining term to stated maturity; and
o a substantial payment of principal on its maturity date.
C. Interest-Only Balloon Loans ........... Thirty-nine (39) of the mortgage loans, representing approximately 31.2% of
the initial mortgage pool balance (twenty-four (24) mortgage loans in loan
group 1, representing approximately 26.6% of the initial loan group 1
balance, and fifteen (15) mortgage loans in loan group 2, representing
approximately 37.3% of the initial loan group 2 balance), require the
payment of interest only until the related maturity date and provide for
the repayment of the entire principal balance on the related maturity date.
S-35
P-->

D. ARD Loans ............................. Five (5) of the mortgage loans, representing approximately 4.2% of the
initial mortgage pool balance and approximately 7.2% of the initial loan
group 1 balance, respectively, which are commonly referred to as
hyper-amortization loans or ARD Loans, provide for material changes to
their terms to encourage the related borrower to pay the mortgage loan in
full by a specified date. We consider that date to be the anticipated
repayment date for such ARD Loans. There can be no assurance, however, that
these incentives will result in any of these mortgage loans being paid in
full on or before its anticipated repayment date. The changes to the loan
terms, which, in each case, will become effective as of the related
anticipated repayment date, include:
o accrual of interest at a rate in excess of the initial mortgage
interest rate with the additional interest to be deferred and payable
only after the outstanding principal balance of the subject mortgage
loan is paid in full; and
o applying excess cash flow from the mortgaged real property to pay
down the principal amount of the subject mortgage loan, which payment
of principal will be in addition to the principal portion of the
normal monthly debt service payment.
Certain of the above-identified ARD Loans require:
o the payment of interest only until the expiration of a designated
period; and
o the amortization of principal following the expiration of that
interest-only period.
E. Fully Amortizing Loans ................ Seven (7) of the mortgage loans, representing approximately 0.7% of the
initial mortgage pool balance, four (4) mortgage loans representing
approximately 1.0% of the initial loan group 1 balance and three (3)
mortgage loans representing approximately 0.3% of the initial loan group 2
balance, respectively, have a payment schedule that provides for the
payment of principal of the subject mortgage loan substantially in full by
its maturity date.
F. Converting Loans ...................... Four (4) mortgage loans, representing approximately 0.2% of the initial
mortgage pool balance, approximately 0.1% of the initial loan group 1
balance and approximately 0.3% of the initial loan group 2 balance, convert
from a fixed rate loan to a floating rate loan commencing ten years after
the first payment date. Such mortgage loans are fully amortizing loans and
the related loan documents provide that until the first adjustment period,
the interest rate must be at least as high as the related fixed interest
rate specified in this prospectus supplement, but thereafter, the interest
rate may adjust to a rate that is lower than the initial fixed interest
rate, without any floor. The earliest date that any converting mortgage
loan will convert to a floating interest rate is May 8, 2017.
LOAN COMBINATIONS ........................ Five (5) mortgage loans are, in each case, part of a loan combination
comprised of two (2) or more mortgage loans that are obligations of the
same borrower, only one of which (or, in the case of Farallon Portfolio,
ten of which) will be transferred to the issuing entity. The remaining
mortgage loans in each loan combination will not be transferred to the
issuing entity, however all of the mortgage loans in the subject loan
S-36
P-->

combination are together secured by the same mortgage instrument(s)
encumbering the same mortgaged real property or properties. In the case of
each such loan combination (other than the Farallon Portfolio loan
combination and the Georgia-Alabama Retail Portfolio loan combination), the
mortgage loan that will not be transferred to the issuing entity is, in
general, subordinate in right of payment with the mortgage loan in the same
loan combination that has been transferred to the issuing entity, but only
to the extent set forth in the related co-lender or intercreditor
agreement.
In the case of the Farallon Portfolio loan combination, the mortgage loans
transferred to the issuing entity consist of five A-note mortgage loans and
five B-note mortgage loans. The (x) A-note Farallon Portfolio mortgage
loans that will not be transferred to the issuing entity are, in general,
pari passu in priority in respect of payment of interest and principal
(other than principal payments that are made specifically on such A-note
Farallon Portfolio mortgage loans by the related borrower pursuant to the
mortgage loan documents) with the portion of the Farallon Portfolio trust
mortgage loan that constitutes an A-note and senior in priority in respect
of payment of interest and principal with the portion of the Farallon
Portfolio trust mortgage loan that constitutes a B-note and (y) B-note
Farallon Portfolio mortgage loans that will not be transferred to the
issuing entity are, in general, junior in priority in respect of payment of
interest and principal with the portion of the Farallon Portfolio trust
mortgage loan that constitutes an A-note and pari passu in priority in
respect of payment of interest and principal (other than principal payments
that are made specifically on such B-note Farallon Portfolio mortgage loans
by the related borrower pursuant to the mortgage loan documents) with the
portion of the Farallon Portfolio trust mortgage loan that constitutes a
B-note but, in each case, only to the extent set forth in the related
co-lender or intercreditor agreement.
In the case of the Georgia-Alabama Retail Portfolio loan combination, the
mortgage loans transferred to the issuing entity consist of an A-note trust
mortgage loan and a B-note trust mortgage loan. One of the loans that will
not be transferred to the issuing entity will be equal in priority in
respect of payment with the A-note trust mortgage loan and senior in
priority in respect of payment with the B-note trust mortgage loan. The
other loan that will not be transferred to the issuing entity will be
subordinate in priority with respect to the A-note trust mortgage loan and
equal in priority in respect of payment with the B-note trust mortgage
loan, but, in each case, only to the extent set forth in the related
co-lender or intercreditor agreements.
S-37
P-->

The following mortgage loans are each part of a loan combination:
U/W DSCR (NCF) AND CUT-OFF DATE
MORTGAGE LOANS THAT ARE RELATED LOAN-TO-VALUE RATIO OF ENTIRE
PART OF A LOAN COMBINATION NON-TRUST LOANS LOAN COMBINATION
% OF
TRUST MORTGAGE LOAN CUT-OFF DATE INITIAL ORIGINAL CUT-OFF DATE
(AS IDENTIFIED ON ANNEX A-1 TO THIS PRINCIPAL MORTGAGE PRINCIPAL LOAN-TO-VALUE
PROSPECTUS SUPPLEMENT) BALANCE POOL BALANCE BALANCE U/W NCF DSCR(2) RATIO(2)
Farallon Portfolio(1) $250,000,000 10.3% $1,325,500,000 1.50x 79.7%
Executive Hills Portfolio $99,900,000 4.1% $11,100,000 1.24x 79.3%
Peninsula Beverly Hills $79,300,000 3.3% $60,700,000 1.40x 63.2%
Georgia-Alabama Retail $39,926,997 1.6% $40,000,000 1.24x 79.3%
Portfolio(3)
Timbercreek Apartments $5,317,000 0.2% $331,300 1.08x 84.9%
(1) The Farallon Portfolio trust mortgage loan consists of ten promissory
notes, five (5) of which are A-notes in the aggregate original principal
amount of $116,225,000 and five (5) of which are B-notes in the aggregate
original principal amount of $133,775,000. The debt service coverage ratio
and the cut-off date loan-to-value ratio were determined taking into
consideration, in the case of the debt service coverage ratio, the
aggregate annualized amount of debt service that will be payable under the
related trust mortgage loans and the related non-trust mortgage loans
(including the related subordinate B-note non-trust loans) and, in the case
of the cut-off date loan-to-value ratio, the cut-off date principal balance
of the related trust mortgage loans and the related non-trust mortgage
loans (including the related subordinate B-note non-trust loans). The U/W
NCF DSCR calculations include cash flow from the rental housing portfolio
owned by affiliates of the related borrowers. A pledge of the equity in
such affiliates was obtained as additional collateral for the loan and will
be released when a certain debt service coverage ratio is satisfied. The
U/W NCF DSCR excluding cash flow from the Farallon Portfolio rental housing
portfolio is 1.27x. See Annex C, "Preliminary Structural and CollateralTerm Sheet--The Farallon Portfolio."
(2) In the case of the Executive Hills Portfolio, Peninsula Beverly Hills and
Timbercreek Apartments trust mortgage loans, the debt service coverage
ratio and the cut-off date loan-to-value ratio were determined taking into
consideration, in the case of the debt service coverage ratio, the
aggregate annualized amount of debt service that will be payable only under
the related trust mortgage loans (and not the related subordinate B-note
loans) and, in the case of the cut-off date loan-to-value ratio, the
cut-off date principal balance of the related trust mortgage loans (and not
the related subordinate B-note loans).
(3) The Georgia-Alabama Retail Portfolio loan combination consists of an A-Note
trust loan with an original principal balance of $33,000,000, an A-note
non-trust loan with an original principal balance of $33,000,000, a B-note
trust loan with an original principal balance of $7,000,000 and a B-note
non-trust loan with an original principal balance of $7,000,000. The debt
service coverage ratio and the cut-off date loan-to-value ratio were
determined taking into consideration, in the case of the debt service
coverage ratio, the aggregate annualized amount of debt service that will
be payable under the related loan combination and, in the case of the
cut-off date loan-to-value ratio, the cut-off date principal balance of the
related loan combination.
See "Description of the Mortgage Pool--The Loan Combinations" in this
prospectus supplement for a more detailed description, with respect to each
loan combination, of the related co-lender arrangement and the priority of
payments among the mortgage loans constituting such loan combination. Also,
see "Description of the Mortgage Pool--Additional Loan and PropertyInformation--Additional and Other Financing" in this prospectus supplement.
DELINQUENCY STATUS ....................... None of the mortgage loans was 30 days or more delinquent with respect to
any monthly debt service payment as of its cut-off date or at any time
since the date of its origination. None of the mortgage loans has
experienced any losses of principal or interest (through forgiveness of
debt or restructuring) since origination.
PREPAYMENT LOCK-OUT PERIODS .............. Except as described under "Description of the Mortgage Pool--Terms andConditions of the Mortgage Loans--Prepayment Provisions" in this prospectus
supplement with respect to one hundred ninety-one (191) mortgage loans
representing 81.3% of the initial mortgage pool balance (one hundred fifty
(150) mortgage loans in loan group 1, representing approximately 88.4% of
the initial loan group 1 balance, and forty-one (41) mortgage loans in loan
group 2, representing
S-38
P-->

approximately 71.7% of the initial loan group 2 balance)) restrict
prepayment for a particular period commonly referred to as a lock-out
period and, in most cases (see "--Defeasance" below), a period during which
the subject mortgage loan may be defeased but not prepaid. The weighted
average remaining prepayment lock-out period and defeasance period of the
mortgage loans as of the cut-off date is approximately 92 months
(approximately 93 months for the mortgage loans in loan group 1 and
approximately 92 months for the mortgage loans in loan group 2).
DEFEASANCE ............................... One hundred fifty-two (152) of the mortgage loans, representing
approximately 82.1% of the initial mortgage pool balance (one hundred
nineteen (119) mortgage loans in loan group 1, representing approximately
74.2% of the initial loan group 1 balance, and thirty-three (33) mortgage
loans in loan group 2, representing approximately 92.7% of the initial loan
group 2 balance), permit the related borrower, under certain conditions, to
obtain a full or, in certain cases, a partial release of the mortgaged real
property from the mortgage lien by delivering U.S. Treasury obligations or
other non-callable government securities as substitute collateral. None of
these mortgage loans permits defeasance prior to the second anniversary of
the date of initial issuance of the certificates; provided, however two (2)
of these mortgage loans, representing 10.7% of the initial mortgage pool
balance, 0.8% of the initial loan group 1 balance and 24.2% of the initial
loan group 2 balance permit voluntary prepayments with the payment of
prepayment consideration prior to the beginning of the defeasance period.
The payments on the defeasance collateral are required to be at least equal
to an amount sufficient to make, when due, all debt service payments on the
defeased mortgage loan or portion thereof allocated to the related
mortgaged real property, including any balloon payment.
PREPAYMENT CONSIDERATION ................. All of the mortgage loans that we intend to include in the trust provide
for one or more of the following:
o a prepayment lock-out period, during which the principal balance of
the mortgage loan may not be voluntarily prepaid in whole or in part;
o a defeasance period, during which voluntary prepayments are
prohibited, but the related borrower may obtain a full or partial
release of the related mortgaged real property through defeasance;
o a prepayment consideration period, during which voluntary prepayments
are permitted, subject to the payment of a yield maintenance premium
or other additional consideration for the prepayment;
o a prepayment consideration period, during which voluntary prepayments
are permitted, subject to the payment of a yield maintenance premium
or other additional consideration for the prepayment followed by a
defeasance period, during which voluntary prepayments are prohibited,
but the related borrower may obtain a full or partial release of the
related mortgaged real property through defeasance; and/or
S-39
P-->

o a prepayment consideration period, during which voluntary prepayments
are permitted, subject to the payment of a yield maintenance premium
or other additional consideration for the prepayment followed by a
period during which the related borrower may obtain a full or partial
release of the related mortgaged real property through defeasance or
make voluntary prepayments subject to the payment of a yield
maintenance premium.
See "Description of the Mortgage Pool--Terms and Conditions of the MortgageLoans--Prepayment Provisions" in this prospectus supplement.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]
S-40
P-->

ADDITIONAL STATISTICAL INFORMATION ....... The mortgage pool will have the following general characteristics as
of the cut-off date:
MORTGAGE POOL LOAN GROUP 1 LOAN GROUP 2
-------------- -------------- --------------
Initial mortgage pool/loan group balance $2,435,364,704 $1,401,593,530 $1,033,771,173
Number of mortgage loans 218 162 56
Number of mortgaged real properties 664 259 405
Percentage of investment grade, shadow rated loans(1) 3.3% 5.7% 0.0%
Average cut-off date principal balance 11,171,398 8,651,812 18,460,200
Largest cut-off date principal balance 335,000,000 99,900,000 335,000,000
Smallest cut-off date principal balance 494,011 898,482 494,011
Weighted average mortgage interest rate 5.9865% 5.9747% 6.0026%
Highest mortgage interest rate 6.8100% 6.8100% 6.5226%
Lowest mortgage interest rate 5.1100% 5.2900% 5.1100%
Number of cross-collateralized loan groups 2 0 2
Cross-collateralized loan groups as a percentage of initial
mortgage pool/loan group balance 1.3% 0.0% 3.0%
Number of multi-property mortgage loans 11 8 3
Multi-property mortgage loans as a percentage of initial
mortgage pool/loan group balance 35.3% 18.9% 57.7%
Weighted average underwritten debt service coverage ratio(2) (3) (4) 1.36x 1.40x 1.31x
Highest underwritten debt service coverage ratio(2) (3) (4) 3.06x 2.99x 3.06x
Lowest underwritten debt service coverage ratio(2) (3) (4) 1.11x 1.13x 1.11x
Weighted average cut-off date loan-to-value ratio(2) (3) (4) 71.6% 68.3% 76.2%
Highest cut-off date loan-to-value ratio(2) (3) (4) 89.2% 89.2% 80.1%
Lowest cut-off date loan-to-value ratio(2) (3) (4) 24.2% 24.2% 27.0%
Weighted average original term to maturity or anticipated
repayment date (months) 114 118 110
Longest original term to maturity or anticipated repayment
date (months) 360 300 360
Shortest original term to maturity or anticipated repayment
date (months) 60 60 60
Weighted average remaining term to maturity or anticipated
repayment date (months) 113 116 108
Longest remaining term to maturity or anticipated repayment
date (months) 358 298 358
Shortest remaining term to maturity or anticipated repayment
date (months) 54 58 54
_____________________
(1) It has been confirmed to us by each of S&P and Fitch, in accordance with
their respective methodologies, that loan number 4 has credit
characteristics consistent with investment grade-rated obligations.
(2) In the case of one (1) mortgage loan (loan number 127) the related debt
service coverage ratio and/or loan-to-value ratio was calculated by taking
into account a holdback amount and/or a letter of credit that was taken
subject to the financial performance of the related mortgaged real
property. Additionally, with respect to certain other mortgage loans (as
described in the footnotes to Annex A-1), the related debt service
coverage ratio and/or loan-to-value ratio was calculated by taking into
account various assumptions regarding the financial performance of the
related mortgaged real property on a "stabilized" basis. See the footnotes
to Annex A-1 to this prospectus supplement for more information regarding
the calculations of debt service coverage ratios and loan-to-value ratios.
(3) In the case of the Executive Hills Portfolio, Peninsula Beverly Hills and
Timbercreek Apartments trust mortgage loans, the debt service coverage
ratio and the cut-off date loan-to-value ratio were determined taking into
consideration, in the case of the debt service coverage ratio, the
aggregate annualized amount of debt service that will be payable only
under the related trust mortgage loans (and not the related subordinate
B-note loans) and, in the case of the cut-off date loan-to-value ratio,
the cut-off date principal balance of the related trust mortgage loans
(and not the related subordinate B-note loans). In the case of the
Georgia-Alabama Retail Portfolio trust mortgage loan, the debt service
coverage ratio and the cut-off date loan-to-value ratio were determined
taking into consideration, in the case of the debt service coverage ratio,
the aggregate annualized amount of debt service that will be payable under
the related loan combination and, in the case of the cut-off date
loan-to-value ratio, the cut-off date principal balance of the related
loan combination.
(4) The Farallon Portfolio trust mortgage loan consists of ten promissory
notes, five (5) of which are A-notes in the aggregate original principal
amount of $116,225,000 and five (5) of which are B-notes in the aggregate
original principal amount of $133,775,000. The debt service coverage ratio
and the cut-off date loan-to-value ratio were determined taking into
consideration, in the case of the debt service coverage ratio, the
aggregate annualized amount of debt service that will be payable under the
related trust mortgage loans and the related non-trust mortgage loans
(including the related subordinate B-note non-trust loans) and, in the
case of the cut-off date loan-to-value ratio, the cut-off date principal
balance of the related trust mortgage loans and the related non-trust
mortgage loans (including the related subordinate B-note non-trust loans).
S-41
P-->

LEGAL AND INVESTMENT CONSIDERATIONS
FEDERAL INCOME TAX CONSEQUENCES .......... The trustee or its agent will make elections to treat designated portions
of the assets of the issuing entity as two separate real estate mortgage
investment conduits or REMICs under sections 860A through 860G of the
Internal Revenue Code of 1986, as amended. The designations for each of
those two REMICs are as follows:
o REMIC I, the lower tier REMIC, which will consist of, among other
things--
1. the mortgage loans, and
2. various other related assets; and
o REMIC II, which will hold the non-certificated regular interests in
REMIC I.
The class R-I and R-II certificates will represent the respective residual
interests in those REMICs.
The issuing entity will also hold (i) the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC
II regular interest, the class AJ-FL REMIC II regular interest, each
related swap agreement and each related trustee's floating rate account,
which will be represented by the related class of Floating Rate
Certificates, (ii) the portion of the assets of the issuing entity that is
represented by the class Y certificates that will entitle the holders of
those certificates to receive any additional interest accrued as to payment
with respect to the mortgage loan that converts from a fixed rate of
interest to a floating rate of interest and (iii) the portion of the assets
of the issuing entity that is represented by the class Z certificates that
will entitle the holders of those certificates to receive any additional
interest accrued and deferred as to payment with respect to each mortgage
loan with an anticipated repayment date that remains outstanding past that
date, which portions will constitute one or more grantor trusts for federal
income tax purposes and will not be part of the REMICs referred to above.
The offered certificates will be treated as regular interests in REMIC II.
This means that they will be treated as newly issued debt instruments for
federal income tax purposes. You will have to report income on your offered
certificates in accordance with the accrual method of accounting even if
you are otherwise a cash method taxpayer. The offered certificates will not
represent any interest in the grantor trust referred to above.
It is anticipated that the class , class and class certificates will be
issued at a premium and that the other classes of offered certificates will
be issued with [a de minimis amount of] original issue discount. If you own
an offered certificate issued with original issue discount, you may have to
report original issue discount income and be subject to a tax on this
income before you receive a corresponding cash payment.
S-44
P-->

The prepayment assumption that will be used in determining the rate of
accrual of original issue discount, market discount and premium, if any,
for U.S. federal income tax purposes, will be that, subsequent to any date
of determination--
o each mortgage loan with an anticipated repayment date will be paid in
full on that date,
o no mortgage loan will otherwise be prepaid prior to maturity, and
o there will be no extension of maturity for any mortgage loan.
However, no representation is made as to the actual rate at which the
mortgage loans will prepay, if at all.
For a more detailed discussion of the federal income tax aspects of
investing in the offered certificates, see "Federal Income TaxConsequences" in this prospectus supplement and "Federal Income TaxConsequences" in the accompanying base prospectus.
ERISA CONSIDERATIONS ..................... We anticipate that, subject to satisfaction of the conditions referred to
under "ERISA Considerations" in this prospectus supplement, employee
benefit plans and other retirement plans or arrangements subject to--
o Title I of the Employee Retirement Income Security Act of 1974, as
amended, or
o section 4975 of the Internal Revenue Code of 1986, as amended,
will be able to invest in the offered certificates without giving rise to a
prohibited transaction. This is based upon individual prohibited
transaction exemptions granted to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation and Bear, Stearns & Co.
Inc. by the U.S. Department of Labor.
If you are a fiduciary of any employee benefit plan or other retirement
plan or arrangement subject to Title I of ERISA or section 4975 of the
Internal Revenue Code of 1986, as amended, you are encouraged to review
carefully with your legal advisors whether the purchase or holding of the
offered certificates could give rise to a transaction that is prohibited
under ERISA or section 4975 of the Internal Revenue Code of 1986, as
amended. See "ERISA Considerations" in this prospectus supplement and in
the accompanying base prospectus.
LEGAL INVESTMENT ......................... The offered certificates will not be mortgage related securities for
purposes of the Secondary Mortgage Market Enhancement Act of 1984.
All institutions whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review
by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the offered certificates will be
legal investments for them. See "Legal Investment"
S-45
P-->

in this prospectus supplement and in the accompanying base prospectus.
INVESTMENT CONSIDERATIONS ................ The rate and timing of payments and other collections of principal on or
with respect to the mortgage loans -- and, in particular, in the case of
the class A-1, A-2, A-2FL, A-SB, A-3 and A-3FL certificates, on or with
respect to the mortgage loans in loan group 1, and in the case of the class
A-1A certificates, on or with respect to the mortgage loans in loan group 2
-- may affect the yield to maturity on each offered certificate. In the
case of offered certificates purchased at a discount, a slower than
anticipated rate of payments and other collections of principal on the
mortgage loans -- and, in particular, in the case of the class A-1, A-2,
A-2FL, A-SB, A-3 and A-3FL certificates, on or with respect to the mortgage
loans in loan group 1, and in the case of the class A-1A certificates, on
or with respect to the mortgage loans in loan group 2 -- could result in a
lower than anticipated yield. In the case of the offered certificates
purchased at a premium, a faster than anticipated rate of payments and
other collections of principal on the mortgage loans -- and, in particular,
in the case of the class A-1, A-2, A-2FL, A-SB, A-3 and A-3FL certificates,
on or with respect to the mortgage loans in loan group 1, and in the case
of the class A-1A certificates, on or with respect to the mortgage loans in
loan group 2 -- could result in a lower than anticipated yield.
The yield on any offered certificate with a variable or capped pass-through
rate, could also be adversely affected if the mortgage loans with
relatively higher net mortgage interest rates pay principal faster than the
mortgage loans with relatively lower net mortgage interest rates.
In addition, depending on timing and other circumstances, the pass-through
rate for the Class X Certificates will vary with changes in the relative
sizes of the total principal balances of the Principal Balance
Certificates.
See "Yield and Maturity Considerations" in this prospectus supplement and
in the accompanying base prospectus.
S-46
P-->

RISK FACTORS
The offered certificates are not suitable investments for all investors.
In particular, you should not purchase any class of offered certificates unless
you understand and are able to bear the risks associated with that class.
The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the expertise
necessary to evaluate the information contained in this prospectus supplement
and the accompanying base prospectus in the context of your financial situation.
YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THOSE SET FORTH
UNDER "RISK FACTORS" IN THE ACCOMPANYING BASE PROSPECTUS, IN DECIDING WHETHER TO
PURCHASE ANY OFFERED CERTIFICATES. THE "RISK FACTORS" SECTION IN THE
ACCOMPANYING BASE PROSPECTUS INCLUDES A NUMBER OF GENERAL RISKS ASSOCIATED WITH
MAKING AN INVESTMENT IN THE OFFERED CERTIFICATES.
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND UNDER "RISK FACTORS" IN
THE ACCOMPANYING BASE PROSPECTUS ARE NOT THE ONLY ONES RELATING TO YOUR OFFERED
CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR
THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR INVESTMENT.
THIS PROSPECTUS SUPPLEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING RISKS DESCRIBED BELOW, ELSEWHERE IN THIS PROSPECTUS
SUPPLEMENT AND IN THE ACCOMPANYING BASE PROSPECTUS.
IF ANY OF THE FOLLOWING EVENTS OR CIRCUMSTANCES IDENTIFIED AS RISKS
ACTUALLY OCCUR OR MATERIALIZE, YOUR INVESTMENT COULD BE MATERIALLY AND ADVERSELY
AFFECTED.
Risks Related to the Offered Certificates
THE CLASS AM, AJ, B, C, D, E AND F CERTIFICATES ARE SUBORDINATE TO, AND ARE
THEREFORE RISKIER THAN, THE CLASS A-1, A-2, A-SB, A-3 AND A-1A CERTIFICATES
If you purchase class AM, AJ, B, C, D, E and F certificates, then your
offered certificates will provide credit support to other classes of offered
certificates and to the class A-2FL, A-3FL and X certificates (in the case of
the A-2FL certificates, through the A-2FL REMIC II regular interest, and in the
case of the A-3FL certificates, through the A-3FL REMIC II regular interest). As
a result, you will receive payments after, and must bear the effects of losses
on the mortgage loans before, the holders of those other classes of
certificates.
When making an investment decision, you should consider, among other
things--
o the payment priorities of the respective classes of the
certificates;
o the order in which the principal balances of the respective classes
of the certificates with principal balances will be reduced in
connection with losses and default-related shortfalls; and
o the characteristics and quality of the mortgage loans.
See "Description of the Mortgage Pool" and "Description of the OfferedCertificates--Payments" and "--Reductions to Certificate Principal Balances inConnection with Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement. See also "Risk Factors--The Investment Performance of
Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable,""--Any Credit Support for Your Offered Certificates May BeInsufficient to Protect You Against All Potential Losses" and "--Payments on theOffered Certificates Will Be Made Solely from the Limited Assets of the RelatedTrust, and Those Assets May Be Insufficient to Make All Required Payments onThose Certificates" in the accompanying base prospectus.
S-47
P-->

CHANGES IN MORTGAGE POOL COMPOSITION CAN CHANGE THE NATURE OF YOUR INVESTMENT
If you purchase any of the offered certificates that are expected to have
relatively longer weighted average lives, you will be more exposed to risks
associated with changes in concentrations of borrower, loan or property
characteristics than are persons who own offered certificates that are expected
to have relatively shorter weighted average lives. See "Risk Factors--Changes inPool Composition Will Change the Nature of Your Investment" in the accompanying
base prospectus.
THE OFFERED CERTIFICATES WILL HAVE LIMITED LIQUIDITY AND MAY EXPERIENCE
FLUCTUATIONS IN MARKET VALUE UNRELATED TO THE PERFORMANCE OF THE MORTGAGE LOANS
Your offered certificates will not be listed on any national securities
exchange or traded on any automated quotation systems of any registered
securities association, and there is currently no secondary market for your
offered certificates. While one or more of the underwriters currently intend to
make a secondary market in the offered certificates, they are not obligated to
do so. Additionally, one or more purchasers may purchase substantial portions of
one or more classes of offered certificates. Moreover, if a secondary market
does develop, there can be no assurance that it will provide you with liquidity
of investment or that it will continue for the life of your offered
certificates. Accordingly, you may not have an active or liquid secondary market
for your offered certificates. Lack of liquidity could result in a substantial
decrease in the market value of your offered certificates. The market value of
your offered certificates also may be affected by many other factors, including
the then prevailing interest rates and market perceptions of risks associated
with commercial mortgage lending, and no representation is made by any person or
entity as to what the market value of any offered certificate will be at any
time. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell YourOffered Certificates and May Have an Adverse Effect on the Market Value of YourOffered Certificates" and "--The Market Value of Your Offered Certificates May
Be Adversely Affected by Factors Unrelated to the Performance of Your Offered
Certificates and the Underlying Mortgage Assets, such as Fluctuations in
Interest Rates and the Supply and Demand of CMBS Generally" in the accompanying
base prospectus.
THE OFFERED CERTIFICATES HAVE UNCERTAIN YIELDS TO MATURITY
The yield on your offered certificates will depend on--
o the price you paid for your offered certificates; and
o the rate, timing and amount of payments on your offered
certificates.
The frequency, timing and amount of payments on your offered certificates
will depend on:
o the pass-through rate for, and other payment terms of, your offered
certificates;
o the frequency and timing of payments and other collections of
principal on the mortgage loans or, in some cases, a particular
group of mortgage loans;
o the frequency and timing of defaults, and the severity of losses, if
any, on the mortgage loans or, in some cases, a particular group of
mortgage loans;
o the frequency, timing, severity and allocation of other shortfalls
and expenses that reduce amounts available for payment on your
offered certificates;
o repurchases of mortgage loans--or, in some cases, mortgage loans of
a particular group--for material breaches of representations or
warranties and/or material document defects;
o the collection and payment of prepayment premiums and yield
maintenance charges with respect to the mortgage loans or, in some
cases, a particular group of mortgage loans; and
o servicing decisions with respect to the mortgage loans or, in some
cases, a particular group of mortgage loans.
S-48
P-->

In general, the factors described in the preceding paragraph cannot be
predicted with any certainty. Accordingly, you may find it difficult to analyze
the effect that these factors might have on the yield to maturity of your
offered certificates. Further, in the absence of significant losses on the
mortgage pool, holders of the class A-1, A-2, A-SB and A-3 certificates should
be concerned with the factors described in the second through seventh bullets of
the preceding paragraph primarily insofar as they relate to the mortgage loans
in loan group 1. Until the class A-1, A-2, A-2FL, A-SB, A-3 and A-3FL
certificates are retired, holders of the class A-1A certificates would, in the
absence of significant losses on the mortgage pool, be affected by the factors
described in the second through seventh bullets of the preceding paragraph
primarily insofar as they relate to the mortgage loans in loan group 2.
See "Description of the Mortgage Pool,""Servicing of the Mortgage Loans,""Description of the Offered Certificates--Payments" and "--Reductions toCertificate Principal Balances in Connection with Realized Losses and AdditionalTrust Fund Expenses" and "Yield and Maturity Considerations" in this prospectus
supplement. See also "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable" and "Yield and Maturity Considerations" in the accompanying base
prospectus.
THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES MAY VARY MATERIALLY AND
ADVERSELY FROM YOUR EXPECTATIONS BECAUSE THE RATE OF PREPAYMENTS AND OTHER
UNSCHEDULED COLLECTIONS OF PRINCIPAL ON THE MORTGAGE LOANS IS FASTER OR SLOWER
THAN YOU ANTICIPATED
If you purchase any offered certificates at a premium relative to their
principal balances, and if payments and other collections of principal on the
mortgage loans--and, in particular, in the case of the class A-1, A-2, A-SB and
A-3 certificates, on the mortgage loans in loan group 1, and in the case of the
class A-1A certificates, on the mortgage loans in loan group 2--occur with a
greater frequency than you anticipated at the time of your purchase, then your
actual yield to maturity may be lower than you had assumed at the time of your
purchase. Conversely, if you purchase any offered certificates at a discount
from their principal balances, and if payments and other collections of
principal on the mortgage loans--and, in particular, in the case of the class
A-1, A-2, A-SB and A-3 certificates, on the mortgage loans in loan group 1, and
in the case of the class A-1A certificates, on the mortgage loans in loan group
2--occur with less frequency than you anticipated, then your actual yield to
maturity may be lower than you had assumed. You should consider that prepayment
premiums and yield maintenance charges may not be collected in all circumstances
and no prepayment premium or yield maintenance charge will be paid in connection
with a purchase or repurchase of a mortgage loan. Furthermore, even if a
prepayment premium or yield maintenance charge is collected and payable on your
offered certificates, it may not be sufficient to offset fully any loss in yield
on your offered certificates.
Some of the mortgage loans may require the related borrower to make, or
permit the lender to apply reserve funds to make, partial prepayments if
specified conditions, such as meeting certain debt service coverage ratios
and/or satisfying certain leasing conditions, have not been satisfied. The
required prepayment may need to be made even though the subject mortgage loan is
in its lock-out period. See "Description of the Mortgage Pool--Terms andConditions of the Mortgage Loans--Other Prepayment Provisions; Mortgage LoansWhich May Require Principal Paydowns" in this prospectus supplement.
The yield on the offered certificates with variable or capped pass-through
rates could also be adversely affected if the mortgage loans with higher net
mortgage interest rates pay principal faster than the mortgage loans with lower
net mortgage interest rates. This is because those classes bear interest at
pass-through rates equal to, based upon or limited by, as applicable, a weighted
average of the adjusted net mortgage interest rates derived from the mortgage
loans.
Prepayments resulting in a shortening of weighted average lives of the
offered certificates may be made at a time of low interest rates when investors
may be unable to reinvest the resulting payment of principal on their
certificates at a rate comparable to the yield anticipated by them in making
their initial investment in those certificates, while delays and extensions
resulting in a lengthening of those weighted average lives may occur at a time
of high interest rates when investors may have been able to reinvest principal
payments that would otherwise have been received by them at higher rates.
S-49
P-->

The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:
o the terms of the mortgage loans;
o the length of any prepayment lockout period;
o the level of prevailing interest rates;
o the availability of mortgage credit;
o the applicable yield maintenance charges or prepayment premiums;
o the applicable master servicer's or the special servicer's ability
to enforce yield maintenance charges and prepayment premiums;
o the failure to meet certain requirements for the release of escrows;
o the occurrence of casualties or natural disasters; and
o economic, demographic, tax, legal or other factors.
A borrower is generally less likely to prepay its mortgage loan if
prevailing interest rates are at or above the mortgage interest rate borne by
that mortgage loan. On the other hand, a borrower is generally more likely to
prepay its mortgage loan if prevailing rates fall significantly below the
mortgage interest rate borne by that mortgage loan. Borrowers are less likely to
prepay mortgage loans with lock-out periods or yield maintenance charge
provisions, to the extent enforceable, than otherwise identical mortgage loans
without these provisions, with shorter lock-out periods or with lower or no
yield maintenance charges. None of the master servicers, the special servicer or
the trustee will be required to advance any yield maintenance charges.
With respect to the mortgage loan identified on Annex A-1 to this
prospectus supplement as Farallon Portfolio, representing approximately 10.3% of
the initial mortgage pool balance and approximately 24.2% of the initial loan
group 2 balance, one of the related non-trust A-note mortgage loans is a
floating rate note and several of the other non-trust mortgage loans are
comprised of A-notes and B-notes with initial five-year maturities, and all of
such non-trust loans and notes are secured by the same mortgaged real property
as the mortgage loan included in the issuing entity. Such non-trust loans and
notes have shorter maturity dates than a portion of the mortgage loans included
in the issuing entity, and as such, the related borrower may refinance the
entire mortgage loan (inclusive of the portion of such loan being deposited into
the issuing entity) before the stated maturity date of the mortgage loan
included in the issuing entity.
Provisions requiring yield maintenance charges may not be enforceable in
some states and under federal bankruptcy law, and may constitute interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay any
yield maintenance charge will be enforceable. Also, we cannot assure you that
foreclosure proceeds will be sufficient to pay an enforceable yield maintenance
charge.
Additionally, although the collateral substitution provisions related to
defeasance do not have the same effect on the certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as
requiring a yield maintenance charge. In certain jurisdictions, those collateral
substitution provisions might be deemed unenforceable under applicable law or
public policy, or usurious.
See "Description of the Mortgage Pool--Terms and Conditions of theMortgage Loans--Prepayment Provisions" in this prospectus supplement for a
discussion of prepayment restrictions with respect to the mortgage loans. No
assurance can be given to you that the related borrowers will refrain from
prepaying their mortgage loans due to the existence of yield maintenance charges
or that involuntary prepayments will not occur.
S-50
P-->

In addition, if a mortgage loan seller repurchases any mortgage loan from
the issuing entity due to material breaches of representations or warranties or
material document defects, the repurchase price paid will be passed through to
the holders of the certificates with the same effect as if the mortgage loan had
been prepaid in part or in full, and no yield maintenance charge will be
payable. A repurchase or the exercise of a purchase option may adversely affect
the yield to maturity on your certificates.
A HIGH RATE AND EARLY OCCURRENCE OF BORROWER DELINQUENCIES AND DEFAULTS MAY
ADVERSELY AFFECT YOUR INVESTMENT
The actual yield to maturity of your offered certificates will be lower
than expected and could be negative under certain extreme scenarios if (a) you
calculate the anticipated yield of your offered certificates based on a default
rate or amount of losses lower than that actually experienced by the mortgage
loans and (b) the additional losses are allocable to or otherwise required to be
borne by your class of offered certificates. The actual yield to maturity of
your offered certificates will also be affected by the timing of any loss on a
liquidated mortgage loan if a portion of the loss is allocable to or otherwise
required to be borne by your class of offered certificates, even if the rate of
defaults and severity of losses are consistent with your expectations. In
general, the earlier you bear a loss, the greater the effect on your yield to
maturity. Delinquencies on the mortgage loans may result in shortfalls in
distributions of interest and/or principal to the holders of the offered
certificates for the current month if the delinquent amounts are not advanced.
Furthermore, no interest will accrue on this shortfall during the period of time
that the payment is delinquent. Losses on the mortgage loans may affect the
weighted average life and/or yield to maturity of a particular class of offered
certificates even if those losses are not allocated to, or required to be borne
by the holders of, that class of offered certificates. The special servicer may
accelerate the maturity of the related mortgage loan in the case of any monetary
or material non-monetary default, which could result in an acceleration of
payments to the certificateholders. In addition, losses on the mortgage loans
may result in a higher percentage ownership interest evidenced by a class of
offered certificates in the remaining mortgage loans than would otherwise have
been the case absent the loss, even if those losses are not allocated to that
class of offered certificates. The consequent effect on the weighted average
life and/or yield to maturity of a class of offered certificates will depend
upon the characteristics of the remaining mortgage loans.
THE RIGHT OF THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE TRUSTEE TO
RECEIVE INTEREST ON ADVANCES, SPECIAL SERVICING FEES, PRINCIPAL RECOVERY FEES
AND WORKOUT FEES WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS
To the extent described in this prospectus supplement and provided in the
pooling and servicing agreement, the master servicers, the special servicer and
the trustee will each be entitled to receive interest (which will generally
accrue from the date on which the related advance is made through the date of
reimbursement) on unreimbursed advances made by it. In addition, the special
servicer will be entitled to receive, in connection with its servicing,
liquidation and/or workout of defaulted mortgage loans, compensation consisting
of special servicing fees, principal recovery fees and workout fees,
respectively. The right to receive these amounts is senior to the rights of
certificateholders to receive distributions on the offered certificates and,
consequently, may result in shortfalls and losses being allocated to the offered
certificates that would not have otherwise resulted.
YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS
You and other holders of the offered certificates generally do not have a
right to vote and do not have the right to make decisions with respect to the
administration of the issuing entity. See "Description of the OfferedCertificates--Voting Rights" in this prospectus supplement. Those decisions are
generally made, subject to the express terms of the pooling and servicing
agreement, by a master servicer, the trustee or the special servicer, as
applicable. Any decision made by one of those parties in respect of the assets
of the issuing entity, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
holders of the offered certificates would have made and may negatively affect
your interests. See "--One of the Mortgage Loans That We Intend to Transfer to
the Issuing Entity is Being Serviced and Administered Pursuant to the Servicing
Arrangements for a Different Securitization; Therefore, Certificateholder of Our
ML-CFC 2007-8 Securitization Will Have Limited Ability to Control the Servicing
of That Mortgage Loan" below.
S-51
P-->

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO THE MASTER SERVICERS, THE
SPECIAL SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE
KeyCorp Real Estate Capital Markets, Inc., an initial master servicer, is
an affiliate of KeyBank National Association, one of the sponsors and mortgage
loan sellers, and an affiliate of KeyBanc Capital Markets Inc., one of the
underwriters. These affiliations could cause a conflict with that master
servicer's duties to the issuing entity under the pooling and servicing
agreement notwithstanding the fact that the pooling and servicing agreement
provides that the mortgage loans serviced pursuant to that agreement must be
administered in accordance with the servicing standard described in this
prospectus supplement without regard to an affiliation with any other party
involved in the transaction.
A master servicer, the special servicer or any affiliate of a master
servicer or the special servicer may acquire certificates. This could cause a
conflict between a master servicer's or the special servicer's duties to the
issuing entity under the pooling and servicing agreement and its or its
affiliate's interest as a holder of certificates issued under that agreement. In
addition, the master servicers, the special servicer and each of their
affiliates own and are in the business of acquiring assets similar in type to
the assets of the issuing entity. Accordingly, the assets of those parties and
their affiliates may, depending upon the particular circumstances including the
nature and location of those assets, compete with the mortgaged real properties
for tenants, purchasers, financing and in other matters related to the
management and ownership of real estate. See "Servicing of the MortgageLoans--Modifications, Waivers, Amendments and Consents" in this prospectus
supplement.
The special servicer will have the right to determine that any P&I advance
made or to be made by a master servicer or the trustee is not recoverable from
proceeds of the mortgage loan to which that advance relates. The applicable
master servicer or the trustee will then be required to not make a proposed
advance or may obtain reimbursement for a previously made advance from
collections of principal and, in some cases, interest, which may reduce the
amount of principal and, in some cases, interest that will be paid on your
offered certificates.
In addition, in connection with the servicing of the specially serviced
mortgage loans, the special servicer may, at the direction of the controlling
class representative (or with respect to the Farallon Portfolio Loan, the
Farallon Portfolio Controlling Party), take actions with respect to the
specially serviced mortgage loans that could adversely affect the holders of
some or all of the classes of offered certificates. Similarly, the special
servicer may, at the direction of the holder of a (i) non-trust subordinate
B-note or its designee (prior to the occurrence of a "change of control" event
with respect to that non-trust loan) or (ii) A note non-trust loan (after the
occurrence of a "change of control" event with respect to that non-trust loan)
or (iii) with respect to the Farallon Portfolio Loan, a non-trust loan or note,
take generally similar but not identical actions with respect to the related
loan combination that could adversely affect the holders of some or all of the
classes of offered certificates. Furthermore, the holders of certain non-trust
loans may have par purchase options and, in some cases, cure rights with respect
to the related A-note mortgage loans that will be the assets of the issuing
entity, upon the occurrence of specified adverse circumstances with respect to
the related loan combination. See "Description of the Mortgage Pool--The Loan
Combinations and "Servicing of the Mortgage Loans--The Controlling ClassRepresentative and the Loan Combination Controlling Parties" in this prospectus
supplement.
The controlling class representative will be selected by the holders of
certificates representing a majority interest in the controlling class. The
controlling class of certificateholders and the holders of the non-trust loans
may have interests that conflict with those of the holders of the offered
certificates. As a result, it is possible that the controlling class
representative may direct the special servicer to take actions which conflict
with the interests of the holders of certain classes of the offered
certificates. However, the special servicer is not permitted to take actions
which are prohibited by law or violate the servicing standard or the terms of
the mortgage loan documents.
ONE OF THE MORTGAGE LOANS THAT WE INTEND TO TRANSFER TO THE ISSUING ENTITY IS
BEING SERVICED AND ADMINISTERED PURSUANT TO THE SERVICING ARRANGEMENTS FOR A
DIFFERENT SECURITIZATION; THEREFORE, CERTIFICATEHOLDERS OF OUR ML-CFC 2007-8
SECURITIZATION WILL HAVE LIMITED ABILITY TO CONTROL THE SERVICING OF THAT
MORTGAGE LOAN
The mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this prospectus supplement as Georgia-Alabama Retail Portfolio,
which mortgage loan represents approximately 1.6% of the initial mortgage pool
balance and approximately 2.8% of the initial loan group 1 balance, is part of a
loan combination
S-52
P-->

consisting of the trust mortgage loan (which consists of an A-note trust loan
and a B-note trust loan), a pari passu A-note non-trust loan and a subordinate
B-note non-trust loan that are secured by the same mortgage instruments
encumbering the same mortgaged real properties. The A-note non-trust loan is an
asset in the ML-CFC 2007-7 Commercial Mortgage Trust. The B-note non-trust loan
is currently held by Countrywide Commercial Real Estate Finance, Inc., or an
affiliate of Countrywide Commercial Real Estate Finance, Inc., and may be sold
to a third-party or separately securitized in a future commercial mortgage
securitization. An intercreditor agreement governs the relationship between the
holders of the Georgia-Alabama Retail Portfolio loan combination. The loan
combination is being serviced and administered pursuant to the ML-CFC 2007-7
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-7 pooling and servicing agreement. The applicable master servicer and the
applicable special servicer under the ML-CFC 2007-7 Commercial Mortgage Trust
pooling and servicing agreement are required to service the Georgia-Alabama
Retail Portfolio whole loan in accordance with the servicing standard set forth
in the ML-CFC 2007-7 Commercial Mortgage Trust pooling and servicing agreement
on behalf of the ML-CFC 2007-7 Commercial Mortgage Trust certificateholders, the
series 2007-8 certificateholders and the other holders of an interest in the
Georgia-Alabama Retail Portfolio, as a collective whole. Neither the series
2007-8 certificateholders nor the trustee on their behalf will have any right,
title or interest in or to, or any other claim to any asset of the ML-CFC 2007-7
Commercial Mortgage Trust issuing entity, including as security for or in
satisfaction of any claim arising from the performance or failure of performance
by any party under the ML-CFC 2007-7 Commercial Mortgage Trust pooling and
servicing agreement, except as related to the 2007-8 issuing entity's rights to
receive payments of principal and interest on the Georgia-Alabama Retail
Portfolio mortgage loan and certain rights to payments of servicing fees and to
reimbursement for advances. However, the 2007-8 issuing entity, as the holder of
the Georgia-Alabama Retail Portfolio mortgage loan, is a third-party beneficiary
of the ML-CFC 2007-7 Commercial Mortgage Trust pooling and servicing agreement.
The applicable master servicer, the special servicer and trustee under the
series 2007-8 pooling and servicing agreement may not independently exercise
remedies following a default with respect to the Georgia-Alabama Retail
Portfolio mortgage loan. Furthermore, the controlling class representative,
acting alone, will not be permitted to replace the special servicer under the
ML-CFC 2007-7 Commercial Mortgage Trust pooling and servicing agreement unless
the holders of the B-note non-trust loan and B-note trust loan agree to do so in
accordance with the related co-lender agreement and only for so long as any
appraisal reduction amount with respect to the subject loan combination does not
reduce the initial principal balance of such B-note non-trust loans below 25% of
its original principal balance. Thereafter, the controlling class representative
may replace the special servicer under the ML-CFC 2007-7 Commercial Mortgage
Trust pooling and servicing agreement.
Risks Related to the Mortgage Loans
CONCENTRATION OF MORTGAGED REAL PROPERTY TYPES SUBJECT THE TRUST TO INCREASED
RISK OF DECLINE IN A PARTICULAR INDUSTRY
The inclusion, among the assets of the issuing entity, of a significant
concentration of mortgage loans that are secured by mortgage liens on a
particular type of income-producing property makes the overall performance of
the mortgage pool materially more dependent on the factors that affect the
operations at and value of that property type.
MULTIFAMILY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES
One hundred twenty-eight (128) of the mortgaged real properties, which
represent security for approximately 31.2% of the initial mortgage pool balance
(three (3) properties securing mortgage loans in loan group 1, representing
approximately 1.7% of the initial loan group 1 balance, and one hundred
twenty-five (125) properties securing mortgage loans in loan group 2,
representing approximately 71.2% of the initial loan group 2 balance) are fee
and/or leasehold interests in multifamily properties. Mortgage loans that are
secured by liens on multifamily properties are exposed to unique risks
particular to multifamily properties, including, for instance, in some cases,
restrictions on rent that may be charged or restrictions on the age of tenants
who may reside at a multifamily property.
For a more detailed discussion of factors uniquely affecting multifamily
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing
S-53
P-->

Properties May Secure Mortgage Loans Underlying a Series of Offered Certificates
and Each Type of Income-Producing Property May Present Special Risks as
Collateral for a Loan--Multifamily Rental Properties."
OFFICE PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES
Thirty-five (35) of the mortgaged real properties, which represent
security for approximately 11.1% of the initial mortgage pool balance and
approximately 19.2% of the initial loan group 1 balance, are fee and/or
leasehold interests in office properties. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.
For a more detailed discussion of factors uniquely affecting office
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Office Properties."
In the case of six (6) mortgaged real properties representing
approximately 1.3% of the initial mortgage pool balance, and approximately 2.3%
of the initial loan group 1 balance, the related mortgaged real properties are
medical offices. Mortgage loans secured by liens on medical office properties
are also exposed to the unique risks particular to health care related
properties. For a more detailed discussion of factors uniquely affecting medical
offices, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Health Care Related Properties."RETAIL PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES
One hundred fifty-one (151) of the mortgaged real properties, which
represent security for approximately 25.8% of the initial mortgage pool balance
and approximately 44.8% of the initial loan group 1 balance, are fee and/or
leasehold interests in retail properties. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.
Gas Stations and Related Convenience Stores.
One of the mortgage loans secured by the mortgaged real properties
identified on Annex A-1 as the Georgia-Alabama Retail Portfolio is secured by
sixty-two (62) of the retail properties described above, which represent
security for approximately 1.6% of the initial mortgage pool balance and
approximately 2.8% of the loan group 1 balance, which are fee interests in gas
stations with convenience stores and other retail stores located in Georgia
(sixty (60) such properties) and Alabama (two (2) such properties). In addition,
certain other retail properties securing mortgage loans in the pool may have gas
stations as part of the retail mix. Demand for gas stations and the related
convenience stores depend on location of the station and volume of car driving,
which in turn depends on cost of gas and general economic conditions.
Profitability is impacted by the cost of gasoline, the product mix at the
convenience store, credit card fees (which have been escalating) and the
addition of pay at the pump technology at stations (which has been cited as a
potential cause of revenue loss in the related convenience store). A property
with a gas station also raises environmental concerns because gasoline, motor
oil and other hazardous products are sold at these properties. For additional
information regarding environmental concerns with respect to the Georgia-Alabama
Retail Portfolio properties, see "--Lending on Income-Producing Real PropertiesEntails Environmental Risks" below.
For a more detailed discussion of factors uniquely affecting retail
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Retail Properties."
HOSPITALITY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES
Ten (10) of the mortgaged real properties, which represent security for
approximately 7.9% of the initial mortgage pool balance and approximately 13.7%
of the initial loan group 1 balance, are fee and/or leasehold
S-54
P-->

interests in hospitality properties. Mortgage loans secured by liens on those
types of properties are exposed to unique risks particular to those types of
properties. In addition, for certain of the mortgage loans secured by
hospitality properties that are a franchise of a national or regional hotel
chain, the related franchise agreement is scheduled to terminate during the term
of the related mortgage loan.
For a more detailed discussion of factors uniquely affecting hospitality
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Hospitality Properties."INDUSTRIAL FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES
Fourteen (14) of the mortgaged real properties, which represent security
for approximately 3.6% of the initial mortgage pool balance and approximately
6.2% of the initial loan group 1 balance, are fee and/or leasehold interests in
industrial properties. Mortgage loans that are secured by liens on those types
of properties are exposed to unique risks particular to those types of
properties.
For a more detailed discussion of factors uniquely affecting industrial
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Industrial Properties."SELF STORAGE FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES
Thirty-four (34) of the mortgaged real properties, which represent
security for approximately 6.3% of the initial mortgage pool balance and
approximately 11.0% of the initial loan group 1 balance, are fee interests in
self storage facility properties. Mortgage loans that are secured by liens on
those types of properties are exposed to unique risks particular to those types
of properties.
For a more detailed discussion of factors uniquely affecting self storage
facilities, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Warehouse, Mini-Warehouse and Self Storage Facilities."
MANUFACTURED HOUSING COMMUNITIES, MOBILE HOME PARKS AND RECREATIONAL VEHICLE
PARKS ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR CERTIFICATES
Two hundred eighty (280) of the mortgaged real properties, which represent
security for approximately 12.2% of the initial mortgage pool balance (which
mortgage loans are in loan group 2, representing approximately 28.8% of the
initial loan group 2 balance), are fee and/or leasehold interests in
manufactured housing community properties, mobile home parks and/or recreational
vehicle parks. Mortgage loans that are secured by liens on those types of
properties are exposed to unique risks particular to those types of properties.
For a more detailed discussion of factors uniquely affecting manufactured
housing community properties, you should refer to the section in the
accompanying base prospectus captioned "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan--Manufactured Housing Communities, Mobile
Home Parks and Recreational Vehicle Parks."
RISKS ASSOCIATED WITH ALTERNATIVE FORMS OF PROPERTY OWNERSHIP
Four (4) mortgage loans (loan numbers 98, 111, 127 and 181), representing
in the aggregate approximately 0.6% of the initial mortgage pool balance (which
mortgage loans are in loan group 1, representing approximately 1.1% of the
initial loan group 1 balance), are, or may become, secured by the related
borrower's interest in residential and/or commercial condominium units.
Condominiums may create risks for lenders that are not present
S-55
P-->

when lending on properties that are not condominiums. See "Risk Factors--Lendingon Condominium Units Creates Risks for Lenders That Are Not Present When Lendingon Non-Condominiums" in the base prospectus.
REPAYMENT OF THE MORTGAGE LOANS DEPENDS ON THE OPERATION OF THE MORTGAGED REAL
PROPERTIES
The mortgage loans are secured by mortgage liens on fee and/or leasehold
(which may include sub-leasehold) interests in commercial, multifamily and
manufactured housing community real property. The risks associated with lending
on these types of real properties are inherently different from those associated
with lending on the security of single-family residential properties. This is
because, among other reasons, such mortgage loans are often larger and repayment
of each of the mortgage loans is dependent on--
o the successful operation and value of the mortgaged real property;
and
o the related borrower's ability to sell or refinance the mortgaged
real property.
See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" and "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan" in the accompanying base prospectus.
THE MORTGAGED REAL PROPERTY WILL BE THE SOLE ASSET AVAILABLE TO SATISFY THE
AMOUNTS OWING UNDER A MORTGAGE LOAN IN THE EVENT OF DEFAULT
The mortgage loans will not be an obligation of, or be insured or
guaranteed by, us, any sponsor, any governmental entity, any private mortgage
insurer, any mortgage loan seller, any underwriter, either master servicer, the
special servicer, the trustee or any of their respective affiliates or any other
person or entity.
All of the mortgage loans are or should be considered nonrecourse loans.
If the related borrower defaults on any of the mortgage loans, only the related
mortgaged real property (together with any related insurance policies or other
pledged collateral), and none of the other assets of the borrower, is available
to satisfy the debt. Consequently, payment prior to maturity is dependent
primarily on the sufficiency of the net operating income of the mortgaged real
property. Payment at maturity is primarily dependent upon the market value of
the mortgaged real property or the borrower's ability to refinance the mortgaged
real property. Even if the related loan documents permit recourse to the
borrower or a guarantor, the issuing entity may not be able to ultimately
collect the amount due under a defaulted mortgage loan. We have not evaluated
the significance of the recourse provisions of mortgage loans that may permit
recourse against the related borrower or another person in the event of a
default. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
Loan Depends upon the Performance and Value of the Underlying Real Property,
Which May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" in the accompanying base prospectus.
RESERVES TO FUND CAPITAL EXPENDITURES MAY BE INSUFFICIENT AND THIS MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES
Although many of the mortgage loans require that funds be put aside for
specific reserves, certain of the mortgage loans do not require any reserves. We
cannot assure you that any such reserve amounts will be sufficient to cover the
actual costs of the items for which the reserves were established. We also
cannot assure you that cash flow from the related mortgaged real properties will
be sufficient to fully fund any ongoing monthly reserve requirements.
OPTIONS AND OTHER PURCHASE RIGHTS MAY AFFECT VALUE OR HINDER RECOVERY WITH
RESPECT TO THE MORTGAGED REAL PROPERTIES
The borrower under certain of the mortgage loans has given to one or more
tenants or another person a right of first refusal in the event a sale is
contemplated or an option to purchase all or a portion of the related mortgaged
real property. These rights, which may not be subordinated to the related
mortgage, may impede the
S-56
P-->

lender's ability to sell the related mortgaged real property at foreclosure or
after acquiring the mortgaged real property pursuant to foreclosure, or
adversely affect the value and/or marketability of the related mortgaged real
property. However, in certain cases, the holder of the right to purchase the
related mortgaged property has agreed that such purchase right will not apply in
a foreclosure or similar proceeding. Additionally, the exercise of a purchase
option may result in the related mortgage loan being prepaid during a period
when voluntary prepayments are otherwise prohibited and/or without any yield
maintenance consideration.
In the case of one mortgage loan (loan number 7, secured by the mortgaged
real properties identified on Annex A-1 to this prospectus supplement as
Georgia-Alabama Retail Portfolio, representing approximately 1.6% of the initial
mortgage pool balance and approximately 2.8% of the initial loan group 1
balance), the related borrower is obligated under an agreement with Exxon Mobil
Corporation ("Exxon") to use and sell Exxon products at certain of the
individual mortgaged real properties. The borrower's failure to do this triggers
an option by Exxon to purchase the particular individual mortgaged real property
at a price equal to the greater of: (i) 90% of the current appraised value of
the applicable individual mortgaged real property (ii) 90% of the fair market
value of the applicable individual mortgaged real property, or (iii) the
allocated loan amount of the applicable individual mortgaged real property.
In Maryland, mortgage loans may be structured with a borrower (obligated
under the related note) that is different from the owner of the mortgaged real
property. In such cases, the related property owner, although not obligated
under the note, will guaranty all amounts payable by the borrower under the
related note which guaranty is secured by an indemnity deed of trust in favor of
the lender executed by the property owner. With respect to certain references to
the borrower in this prospectus supplement, such references may apply to such
property owner instead.
INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF PAYMENT-IN-LIEU-OF-TAXES OR
OTHER TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS
In the case of some of the mortgage loans, the related mortgaged real
properties may be the subject of municipal payment-in-lieu-of-taxes programs or
other tax abatement arrangements, whereby the related borrower pays payments in
lieu of taxes that are less than what its tax payment obligations would be
absent the program or pays reduced real estate taxes. These programs or
arrangements may be scheduled to terminate or provide for significant tax
increases prior to the maturity of the related mortgage loans or may require
increased payments in the future, in each case resulting in increased payment
obligations (which could be substantial) in the form of real estate taxes or
increased payments in lieu of taxes, which could adversely impact the ability of
the related borrowers to pay debt service on their mortgage loans.
IN SOME CASES, A MORTGAGED REAL PROPERTY IS DEPENDENT ON A SINGLE TENANT OR ON
ONE OR A FEW MAJOR TENANTS
In the case of one hundred eighty one (181) mortgaged real properties,
securing approximately 33.0% of the initial mortgage pool balance and
approximately 57.4% of the initial loan group 1 balance, the related borrower
has leased the property to one or more tenants each occupying 25% or more of the
particular property. In the case of one hundred nine (109) of those properties,
securing approximately 15.4% of the initial mortgage pool balance and
approximately 26.8% of the initial loan group 1 balance, the related borrower
has leased the particular property to a single tenant that occupies 50% or more
of the particular property. In the case of sixty-eight (68) mortgaged real
properties, securing approximately 8.3% of the initial mortgage pool balance and
approximately 14.5% of the initial loan group 1 balance, the related borrower
has leased the particular property to a single tenant that occupies 100% of the
particular property. Not included in the sixty-eight (68) mortgaged real
properties is one mortgage loan (loan number 2) that is secured by manufactured
housing properties of which an affiliate of the related borrower has master
leased portions of the mortgaged properties, and in turn subleases individual
manufactured homes and lots to residential subtenants. Accordingly, the full and
timely payment of each of the related mortgage loans is highly dependent on the
continued operation of the major tenant or tenants, which, in some cases, is the
sole tenant, at the mortgaged real property. In addition, the leases of some of
these tenants may terminate on or prior to the term of the related mortgage
loan. For information regarding the lease expiration dates of significant
tenants at the mortgaged real properties, see Annex A-1 to this prospectus
supplement. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
Loan Depends upon the Performance and Value of the Underlying Real Property,
Which
S-57
P-->

May Decline Over Time and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" in the accompanying base prospectus.
THE BANKRUPTCY OR INSOLVENCY OF A TENANT WILL HAVE A NEGATIVE IMPACT ON THE
RELATED MORTGAGED REAL PROPERTY
The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties may adversely affect the
income produced by a mortgaged real property. Under the Bankruptcy Code, a
tenant has the option of assuming or rejecting any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim) and the amounts the landlord could claim would be limited. One or more
tenants at a particular mortgaged real property may have been the subject of
bankruptcy or insolvency proceedings. See "Risk Factors--Bankruptcy ProceedingsEntail Certain Risks" in this prospectus supplement and "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable--Dependence on a Single Tenant
or a Small Number of Tenants Makes a Property Riskier Collateral" in the
accompanying base prospectus.
CERTAIN ADDITIONAL RISKS RELATING TO TENANTS
The income from, and market value of, the mortgaged real properties leased
to various tenants would be adversely affected if, among other things:
o space in the mortgaged real properties could not be leased or
re-leased;
o substantial re-leasing costs were required and/or the cost of
performing landlord obligations under existing leases materially
increased;
o tenants were unwilling or unable to meet their lease obligations;
o a tenant goes "dark";
o a significant tenant were to become a debtor in a bankruptcy case;
or
o rental payments could not be collected for any other reason.
Repayment of the mortgage loans secured by retail, office and industrial
properties will be affected by the expiration of leases and the ability of the
respective borrowers to renew the leases or relet the space on comparable terms
and on a timely basis. Certain of the mortgaged real properties may be leased in
whole or in part by government-sponsored tenants who have the right to cancel
their leases at any time or for lack of appropriations. Additionally, mortgaged
real properties may have concentrations of leases expiring at varying rates in
varying percentages, including single-tenant mortgaged real properties, during
the term of the related mortgage loans and in some cases most or all of the
leases on a mortgaged real property may expire prior to the related anticipated
repayment date or maturity date. Even if vacated space is successfully relet,
the costs associated with reletting, including tenant improvements and leasing
commissions, could be substantial and could reduce cash flow from the mortgaged
real properties. Moreover, if a tenant defaults in its obligations to a
borrower, the borrower may incur substantial costs and experience significant
delays associated with enforcing its rights and protecting its investment,
including costs incurred in renovating and reletting the related mortgaged real
property.
The risks described above are increased if there is a concentration of
tenants in a particular industry at one or more of the mortgaged real
properties. For example, if a particular industry experiences an economic
downturn, a concentration among tenants of any mortgaged real property in that
industry may lead to losses on the related mortgage loan that are substantially
more severe than would be the case if its tenants were in diversified
industries. In addition, business objectives for tenants at mortgaged real
properties may change over time. A business may downsize, creating a need for
less space, or a business may expand or increase its size and/or number of
employees, creating a need for more space.
S-58
P-->

Additionally, in certain jurisdictions, if tenant leases are subordinated
to the liens created by the mortgage but do not contain attornment provisions
(provisions requiring the tenant to recognize as landlord under the lease a
successor owner following foreclosure), the leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Accordingly, if a mortgaged real property is located in such a jurisdiction and
is leased to one or more desirable tenants under leases that are subordinate to
the mortgage and do not contain attornment provisions, such mortgaged real
property could experience a further decline in value if such tenants' leases
were terminated.
Certain of the mortgaged real properties may have tenants that are related
to or affiliated with a borrower. In such cases a default by the borrower may
coincide with a default by the affiliated tenants. Additionally, even if the
property becomes a foreclosure property, it is possible that an affiliate of the
borrower may remain as a tenant. If a mortgaged real property is leased in whole
or substantial part to an affiliate of the borrower, it may be more likely that
a landlord will waive lease conditions for an affiliated tenant than it would
for an unaffiliated tenant. We cannot assure you that the conflicts arising
where a borrower is affiliated with a tenant at a mortgaged real property will
not adversely impact the value of the related mortgage loan. In some cases the
affiliated lessee may be physically occupying space related to its business; in
other cases, the affiliated lessee may be a tenant under a master lease with the
borrower, under which the tenant is generally obligated to make rent payments
but does not occupy any space at the mortgaged real property. These master
leases are typically used to bring occupancy to a "stabilized" level but may not
provide additional economic support for the mortgage loan. We cannot assure you
the space "master leased" by a borrower affiliate will eventually be occupied by
third party tenants and consequently, a deterioration in the financial condition
of the borrower or its affiliates can be particularly significant to the
borrower's ability to perform under the mortgage loan as it can directly
interrupt the cash flow from the related mortgaged real property if the
borrower's or its affiliate's financial condition worsens.
If a mortgaged real property has multiple tenants, re-leasing expenditures
may be more frequent than in the case of mortgaged real properties with fewer
tenants, thereby reducing the cash flow available for debt service payments.
Multi-tenant mortgaged real properties also may experience higher continuing
vacancy rates and greater volatility in rental income and expenses.
MORTGAGE LOANS SECURED BY MORTGAGED REAL PROPERTIES SUBJECT TO ASSISTANCE AND
AFFORDABLE HOUSING PROGRAMS ARE SUBJECT TO THE RISK THAT THOSE PROGRAMS MAY
TERMINATE OR BE ALTERED
Certain of the mortgaged real properties may be secured by mortgage loans
that are eligible (or may become eligible in the future) for and have received
(or in the future may receive) low income housing tax credits pursuant to
Section 42 of the Internal Revenue Code in respect of various units within the
related mortgaged real property or have a material concentration of tenants that
rely on rent subsidies under various government funded programs, including the
Section 8 Tenant Based Assistance Rental Certificate Program of the United
States Department of Housing and Urban Development. With respect to certain of
the mortgage loans, the related borrowers may receive subsidies or other
assistance from government programs. Generally, in the case of mortgaged real
properties that are subject to assistance programs of the kind described above,
the subject mortgaged real property must satisfy certain requirements, the
borrower must observe certain leasing practices and/or the tenant(s) must
regularly meet certain income requirements. No assurance can be given that any
government or other assistance programs will be continued in their present form
during the terms of the related mortgage loans, that the borrower will continue
to comply with the requirements of the programs to enable the borrower to
receive the subsidies or assistance in the future, or that the owners of a
borrower will continue to receive tax credits or that the level of assistance
provided will be sufficient to generate enough revenues for the related borrower
to meet its obligations under the related mortgage loans even though the related
mortgage loan seller may have underwritten the related mortgage loan on the
assumption that any applicable assistance program would remain in place. Loss of
any applicable assistance could have an adverse effect on the ability of a
borrower whose property is subject to an assistance program to make debt service
payments. Additionally, the restrictions described above relating to the use of
the related mortgaged real property could reduce the market value of the related
mortgaged real property.
S-59
P-->

GEOGRAPHIC CONCENTRATION EXPOSES INVESTORS TO GREATER RISKS ASSOCIATED WITH THE
RELEVANT GEOGRAPHIC AREAS
Mortgaged real properties located in California, Texas, Florida and
Georgia will represent approximately 17.7%, 10.2%, 9.5% and 8.7%, respectively,
by allocated loan amount, of the initial mortgage pool balance; mortgaged real
properties located in California, Georgia, Texas, Nevada and Virginia will
represent approximately 27.7%, 9.4%, 6.6%, 5.4% and 5.1%, respectively, by
allocated loan amount, of the initial loan group 1 balance; and mortgaged real
properties located in Florida, Texas, Georgia, Maryland, Ohio and Indiana will
represent approximately 19.3%, 15.2%, 7.8%, 6.3%, 6.3% and 5.7%, respectively,
by allocated loan amount, of the initial loan group 2 balance. The inclusion of
a significant concentration of mortgage loans that are secured by mortgage liens
on real properties located in a particular state makes the overall performance
of the mortgage pool materially more dependent on economic and other conditions
or events in that state. See "-- Certain State-Specific Considerations" below
and "Risk Factors--Geographic Concentration Within a Trust Exposes Investors toGreater Risk of Default and Loss" in the accompanying base prospectus.
CERTAIN STATE-SPECIFIC CONSIDERATIONSCalifornia. Sixty-one (61) mortgaged real properties representing
approximately 17.7%, by allocated loan amount, of the initial mortgage pool
balance are located in California. Mortgaged real properties located in
California are generally secured by deeds of trust on the related real estate.
Foreclosure of a deed of trust in California may be accomplished by a
non-judicial trustee's sale under a specific provision in the deed of trust or
by judicial foreclosure. Public notice of either a trustee's sale or the
judgment of foreclosure is given for a statutory period of time after which the
mortgaged real estate may be sold by a trustee, if foreclosed pursuant to a
trustee's power of sale, or by court appointed sheriff under a judicial
foreclosure. Following a judicial foreclosure sale, the borrower or its
successor in interest may, for a period of up to one year, redeem the property.
California's "one action rule" requires the lender to exhaust the security
afforded under the deed of trust by foreclosure in an attempt to satisfy the
full debt before bringing a personal action (if otherwise permitted) against the
borrower for recovery of the debt, except in certain cases involving
environmentally impaired real property. California case law has held that acts
such as an offset of an unpledged account constitute violations of such
statutes. Violations of such statutes may result in the loss of some or all of
the security under the loan. Other statutory provisions in California limit any
deficiency judgment (if otherwise permitted) against the borrower following a
foreclosure to the amount by which the indebtedness exceeds the fair value at
the time of the public sale and in no event greater than the difference between
the foreclosure sale price and the amount of the indebtedness. Further, under
California law, once a property has been sold pursuant to a power-of-sale clause
contained in a deed of trust, the lender is precluded from seeking a deficiency
judgment from the borrower or, under certain circumstances, guarantors.
California statutory provisions regarding assignments of rents and leases
require that a lender whose loan is secured by such an assignment must exercise
a remedy with respect to rents as authorized by statute in order to establish
its right to receive the rents after an event of default. Among the remedies
authorized by statute is the lender's right to have a receiver appointed under
certain circumstances.
Texas. Eighty-four (84) mortgaged real properties representing
approximately 10.2%, by allocated loan amount, of the initial mortgage pool
balance are located in Texas. Texas law does not require that a lender must
bring a foreclosure action before being entitled to sue on a note. Texas does
not restrict a lender from seeking a deficiency judgment. The delay inherent in
obtaining a judgment generally causes the secured lender to file a suit seeking
a judgment on the debt and to proceed simultaneously with non-judicial
foreclosure of the real property collateral. The desirability of non-judicial
foreclosure of real property is further supported by the certain and defined
non-judicial foreclosure procedures. In order to obtain a deficiency judgment, a
series of procedural and substantive requirements must be satisfied, and the
deficiency determination is subject to the borrower's defense (and, if
successful, right of offset) that the fair market value of the property at the
time of foreclosure was greater than the foreclosure bid. However, the
availability of a deficiency judgment is limited in the case of the mortgage
loan because of the limited nature of its recourse liabilities.
S-60
P-->

THE MORTGAGE POOL WILL INCLUDE MATERIAL CONCENTRATIONS OF BALLOON LOANS AND
LOANS WITH ANTICIPATED REPAYMENT DATES
Two hundred five (205) of the mortgage loans, representing approximately
94.7% of the initial mortgage pool balance (one hundred fifty two (152) mortgage
loans in loan group 1, representing approximately 91.1% of the initial loan
group 1 balance, and fifty-three (53) mortgage loans in loan group 2,
representing approximately 99.7% of the initial loan group 2 balance), are
balloon loans that will each have a substantial remaining principal balance at
their stated maturity dates. In addition, six (6) mortgage loans, representing
approximately 4.6% of the initial mortgage pool balance and approximately 7.9%
of the initial loan group 1 balance, provide material incentives for the related
borrower to repay the related mortgage loan by an anticipated repayment date
prior to maturity. The ability of a borrower to make the required balloon
payment on a balloon loan at maturity, and the ability of a borrower to repay a
mortgage loan on or before any related anticipated repayment date, in each case
depends upon its ability either to refinance the mortgage loan or to sell the
mortgaged real property. The ability of a borrower to effect a refinancing or
sale will be affected by a number of factors, including--
o the value of the related mortgaged real property;
o the level of available mortgage interest rates at the time of sale
or refinancing;
o the borrower's equity in the mortgaged real property;
o the financial condition and operating history of the borrower and
the mortgaged real property,
o tax laws;
o prevailing general and regional economic conditions;
o the fair market value of the related mortgaged real property;
o reductions in applicable government assistance/rent subsidy
programs; and
o the availability of credit for loans secured by multifamily or
commercial properties, as the case may be.
Although a mortgage loan may provide the related borrower with incentives
to repay the mortgage loan by an anticipated repayment date prior to maturity,
the failure of that borrower to do so will not be a default under that mortgage
loan. See "Description of the Mortgage Pool--Terms and Conditions of theMortgage Loans" in this prospectus supplement and "Risk Factors--The Investment
Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and
Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses
May Be Highly Unpredictable" in the accompanying base prospectus.
Additionally, one (1) mortgage loan (loan number 2), which is secured by
the mortgaged real property identified on Annex A-1 to this prospectus
supplement as Farallon Portfolio (representing approximately 10.3% of the
initial mortgage pool balance and approximately 24.2% of the initial loan group
2 balance) and which mortgage loan is part of a loan combination, the various
loans making up such loan combination have various maturity dates, and the
related borrower may prepay the portion of the mortgage loan being contributed
to the issuing entity with a seven-year initial maturity at maturity and during
its related open period immediately prior to maturity by effectuating property
releases provided the related borrower satisfies various tests in accordance
with the related loan documents. See "The Farallon Portfolio" in Annex C to this
prospectus supplement and "Description of the Mortgage Pool--The LoanCombinations--The Farallon Portfolio" in this prospectus supplement.
THE MORTGAGE POOL WILL INCLUDE SOME DISPROPORTIONATELY LARGE MORTGAGE LOANS AND
GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS
The inclusion in the mortgage pool of one or more loans that have
outstanding principal balances that are substantially larger than the other
mortgage loans can result in losses that are more severe, relative to the size
of the
S-61
P-->

mortgage pool, than would be the case if the total balance of the mortgage pool
were distributed more evenly. In this regard:
o The largest mortgage loan or group of cross-collateralized mortgage
loans to be included in the assets of the issuing entity represents
approximately 13.8% of the initial mortgage pool balance. The
largest mortgage loan or group of cross-collateralized mortgage
loans in loan group 1 represents approximately 7.1% of the initial
loan group 1 balance, and the largest mortgage loan or group of
cross-collateralized mortgage loans in loan group 2 represents
approximately 32.4% of the initial loan group 2 balance.
o The five (5) largest mortgage loans and groups of
cross-collateralized mortgage loans to be included in the assets of
the issuing entity represent approximately 34.5% of the initial
mortgage pool balance. The five (5) largest mortgage loans and
groups of cross-collateralized mortgage loans in loan group 1
represent approximately 23.5% of the initial loan group 1 balance,
and the five (5) largest mortgage loans and groups of
cross-collateralized mortgage loans in loan group 2 represent
approximately 68.0% of the initial loan group 2 balance.
o The ten (10) largest mortgage loans and groups of
cross-collateralized mortgage loans to be included in the assets of
the issuing entity represent approximately 42.4% of the initial
mortgage pool balance. The ten (10) largest mortgage loans and
groups of cross-collateralized mortgage loans in loan group 1
represent approximately 31.9% of the initial loan group 1 balance,
and the ten (10) largest mortgage loans and groups of
cross-collateralized mortgage loans in loan group 2 represent
approximately 78.6% of the initial loan group 2 balance.
See "Description of the Mortgage Pool--General,""--Cross-Collateralized
and Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage
Loans with Affiliated Borrowers" and "--Significant Mortgage Loans" in this
prospectus supplement and "Risk Factors--Loan Concentration Within a TrustExposes Investors to Greater Risk of Default and Loss" in the accompanying base
prospectus.
THE EXERCISE OF CERTAIN RIGHTS AND POWERS BY THE HOLDER OF A NON-TRUST LOAN THAT
IS PART OF A LOAN COMBINATION WITH A MORTGAGE LOAN INCLUDED IN THE MORTGAGE POOL
MAY CONFLICT WITH YOUR INTERESTS
One (1) mortgage loan (loan number 2), which is secured by the mortgaged
real property identified on Annex A-1 to this prospectus supplement as Farallon
Portfolio (representing approximately 10.3% of the initial mortgage pool balance
and approximately 24.2% of the initial loan group 2 balance) will be part of a
group of loans that we refer to as a loan combination, made to the same borrower
and that is secured by a single mortgage instrument on the same mortgaged real
property. Certain of the non-trust loans will generally be pari passu with the
mortgage loan and certain non-trust loans will generally be subordinate to the
A-note portion of the mortgage loan being deposited in the issuing entity, but
in each case, will not be included as an asset of the issuing entity. The holder
or holders (and their respective successors and assigns) of all or any portion
of the non-trust fixed-rate A notes which are not held by the trust, as
designated by Merrill Lynch Mortgage Lending, Inc. and which may be Merrill
Lynch Mortgage Lending, Inc., will have the right to replace the special
servicer for the Farallon Portfolio loan combination and to direct and advise
the master servicer and special servicer, and have certain approval rights, with
respect to various servicing matters and major decisions relating to the
Farallon Portfolio loan combination. The controlling class of the ML-CFC
Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through Certificates,
Series 2007-8 securitization transaction will not have such rights. In
connection with future securitizations involving all or any portion of the fixed
rate notes that comprise the Farallon Portfolio loan combination, Merrill Lynch
Mortgage Lending, Inc. may designate the controlling class of any such
securitization as the controlling holder for the Farallon Portfolio loan
combination in which case such controlling holder shall have such rights and
Merrill Lynch Mortgage Lending, Inc. (or its successors or assigns, as
applicable), as holder of any remaining portion of the Farallon Portfolio loan
combination, will have certain non-binding consultation rights with respect to
matters relating to such rights.
One (1) mortgage loan (loan number 99), which is secured by the mortgaged
real properties identified on Annex A-1 to this prospectus supplement as
Timbercreek Apartments (representing approximately 0.2% of the initial mortgage
pool balance and 0.5% of the initial loan group 2 balance), is a part of a group
of loans, that we
S-62
P-->

refer to as a loan combination, made to the same borrower and that is secured by
a single mortgage instrument on the same mortgaged real property or properties.
The other loan in this loan combination will not be included as an asset of the
issuing entity. The holder of such B-note non-trust loan will not have any
voting, consent or other rights (other than, in some cases, non-binding
consultation rights or consent rights with respect to certain loan
modifications) with respect to the servicing of such loan combination, but may
have purchase rights and/or cure rights with respect to the related trust
mortgage loan.
Three (3) mortgage loans (loan numbers 3, 4 and 7), which are secured by
the mortgaged real properties identified in Annex A-1 to this prospectus
supplement as Executive Hills Portfolio, Peninsula Beverly Hills and the
Georgia-Alabama Retail Portfolio (representing approximately 9.0% of the initial
mortgage pool balance and 15.6% of the initial loan group 1 balance), are each
part of a loan combination, pursuant to which the right to replace the special
servicer for each such mortgage loan and to direct and advise the applicable
master servicer and the special servicer on various servicing matters regarding
the related loan combination will be, for so long as such loan combination has
an outstanding principal balance, as deemed reduced by any appraisal reduction
amount with respect to the subject loan combination that is allocable to the
related B-note non-trust loan (and the B-note trust loan, in the case of the
Georgia-Alabama Retail Portfolio loan combination), that is equal to or greater
than 25% of its original outstanding principal balance, with the holder of the
related B-note non-trust loan (and the B-note trust loan, in the case of the
Georgia-Alabama Retail Portfolio loan combination) and after such time, with the
controlling class representative. In addition, with respect to the mortgage loan
identified as Peninsula Beverly Hills, the holder of the related B-note
non-trust loan is Pacific Life Insurance Company. It is anticipated that this
entity will be the primary servicer for the related loan combination pursuant to
a sub-servicing agreement between Pacific Life Insurance Company and Wells Fargo
Bank, National Association, the master servicer for this mortgage loan, under
which Pacific Life Insurance Company will be responsible for, among other
things, the collection of monthly payments from the borrower and the remittance
of such amounts to such Master Servicer. In addition, under the related
intercreditor agreement, the holder of the related B-note non-trust loan
(provided it is the controlling party for such mortgage loan) has the right to
appoint Pacific Life Insurance Company as special servicer within 90 days
following the closing date (so long as such entity is on the S&P Select Servicer
List as a U.S. Commercial Mortgage Servicer).
In connection with exercising the foregoing rights, the holder of a B-note
non-trust loan may have interests that conflict with your interests.
See "Description of the Mortgage Pool-- The Loan Combinations" in this
prospectus supplement.
THE MORTGAGE POOL WILL INCLUDE LEASEHOLD MORTGAGE LOANS AND LENDING ON A
LEASEHOLD INTEREST IN REAL PROPERTY IS RISKIER THAN LENDING ON THE FEE INTEREST
IN THAT PROPERTY
In the case of seven (7) mortgaged real properties representing
approximately 3.0% of the initial mortgage pool balance and approximately 5.2%
of the initial loan group 1 balance, and approximately 0.1% of the initial loan
group 2 balance, the related mortgage constitutes a lien on the related
borrower's leasehold interest, but not on the corresponding fee interest, in all
or a material portion of the related mortgaged real property, which leasehold
interest is subject to a ground lease. Because of possible termination of the
related ground lease, lending on a leasehold interest in a real property is
riskier than lending on an actual fee interest in that property notwithstanding
the fact that a lender, such as the trustee on behalf of the issuing entity,
generally will have the right to cure defaults under the related ground lease.
In addition, the terms of certain ground leases may require that insurance
proceeds or condemnation awards be applied to restore the property or be paid,
in whole or in part, to the ground lessor rather than be applied against the
outstanding principal balance of the related mortgage loan. Finally, there can
be no assurance that any of the ground leases securing a mortgage loan contain
all of the provisions, including a lender's right to obtain a new lease if the
current ground lease is rejected in bankruptcy that a lender may consider
necessary or desirable to protect its interest as a lender with respect to a
leasehold mortgage loan. See "Description of the Mortgage Pool--Additional Loanand Property Information--Ground Leases" in this prospectus supplement. See also
"Risk Factors--Lending on Ground Leases Creates Risks for Lenders that Are NotPresent When Lending on an Actual Ownership Interest in a Real Property" and
"Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the
accompanying base prospectus.
S-63
P-->

SOME OF THE MORTGAGED REAL PROPERTIES ARE LEGAL NONCONFORMING USES OR LEGAL
NONCONFORMING STRUCTURES
Some of the mortgaged real properties are secured by a mortgage lien on a
real property that is a legal nonconforming use or a legal nonconforming
structure. This may impair the ability of the borrower to restore the
improvements on a mortgaged real property to its current form or use following a
major casualty.
Certain of the mortgaged real properties that do not conform to current
zoning laws may not be legal non-conforming uses or legal non-conforming
structures. The failure of a mortgaged real property to comply with zoning laws
or to be a legal non-conforming use or legal non-conforming structure may
adversely affect market value of the mortgaged real property or the borrower's
ability to continue to use it in the manner it is currently being used or may
necessitate material additional expenditures to remedy non-conformities.
In addition, certain of the mortgaged real properties may be subject to
certain use restrictions imposed pursuant to reciprocal easement agreements,
operating agreements, historical landmark designations or other covenants and
agreements. Use restrictions could include, for example, limitations on the
character of the improvements or the properties, limitations affecting noise and
parking requirements, among other things, and limitations on the borrowers'
rights to operate certain types of facilities within a prescribed radius. These
limitations could adversely affect the ability of the related borrower to lease
the mortgaged real property on favorable terms, thereby adversely affecting the
borrower's ability to fulfill its obligations under the related mortgage loan.
See "Description of the Mortgage Pool--Additional Loan and PropertyInformation--Zoning and Building Code Compliance" in this prospectus supplement
and "Risk Factors--Changes in Zoning Laws May Adversely Affect the Use or Valueof a Real Property" in the accompanying base prospectus.
A BORROWER'S OTHER LOANS MAY REDUCE THE CASH FLOW AVAILABLE TO THE MORTGAGED
REAL PROPERTY WHICH MAY ADVERSELY AFFECT PAYMENT ON YOUR CERTIFICATES; MEZZANINE
FINANCING REDUCES A PRINCIPAL'S EQUITY IN, AND THEREFORE ITS INCENTIVE TO
SUPPORT, A MORTGAGED REAL PROPERTY
Five (5) mortgage loans, which represent approximately 19.5% of the
initial mortgage pool balance, approximately 15.6% of the initial loan group 1
balance and approximately 24.7% of the initial loan group 2 balance, are each,
individually or together with one or more other loans that will not be included
in the assets of the issuing entity, senior loans in multiple loan structures
that we refer to as loan combinations. The other loans will not be included in
the trust but are secured in each case by the same mortgage instrument on the
same mortgaged real property or properties that secures or secure the related
trust mortgage loan. See "Description of the Mortgage Pool--The LoanCombinations" and "Description of the Mortgage Pool--Additional Loan andProperty Information--Additional and Other Financing" in this prospectus
supplement.
In the case of thirteen (13) mortgage loans (loan numbers 2, 3, 4, 7, 15,
16, 61, 68, 78, 99, 146, 171 and 173) representing approximately 22.8% of the
initial mortgage pool balance (eight (8) mortgage loans in loan group 1,
representing approximately 18.9% of the initial loan group 1 balance, and five
(5) mortgage loan in loan group 2, representing approximately 28.0% of the
initial loan group 2 balance), the related borrower has incurred or is permitted
to incur in the future additional debt that is secured by the related mortgaged
real property as identified under "Description of the Mortgage Pool--AdditionalLoan and Property Information--Additional and Other Financing" in this
prospectus supplement.
Except as indicated above, the mortgage loans do not permit the related
borrowers to enter into additional subordinate or other financing that is
secured by their mortgaged real properties without the lender's consent.
In the case of thirty-five (35) of the mortgage loans, representing
approximately 21.1% of the initial mortgage pool balance (twenty-seven (27)
mortgage loans in loan group 1, representing approximately 26.8% of the initial
loan group 1 balance, and eight (8) mortgage loans in loan group 2, representing
approximately 13.2% of the initial loan group 2 balance), as identified under
"Description of the Mortgage Pool--Additional Loan and PropertyInformation--Additional and Other Financing" in this prospectus supplement,
direct and indirect equity owners of the related borrower have pledged, or are
permitted in the future to pledge, their respective equity interests to secure
financing generally referred to as mezzanine debt. Holders of mezzanine debt may
have the right to purchase the related borrower's mortgage loan from the issuing
entity if certain defaults on the mortgage loan occur and, in some cases, may
have the right to cure certain defaults occurring on the related mortgage loan.
S-64
P-->

In the case of one mortgage loan (loan number 2) secured by the mortgaged
real property identified on Annex A-1 to this prospectus supplement as Farallon
Portfolio, representing approximately 10.3% of the initial mortgage pool balance
and approximately 24.7% of the initial loan group 2 balance, certain affiliates
of the related borrower are permitted to enter into a revolving credit facility
secured by a non-controlling interest in the related borrower, in the maximum
amount of up to (x) $15,000,000 during the first year of the related mortgage
loan and (y) $25,000,000 thereafter.
Under certain of the mortgage loans, the borrower has incurred or is
permitted to incur additional financing that is not secured by the mortgaged
real property. In addition, borrowers that have not agreed to certain special
purpose covenants in the related loan documents are not generally prohibited
from incurring additional debt. Such additional debt may be secured by other
property owned by those borrowers. Also, certain of these borrowers may have
already incurred additional debt. In addition, the owners of such borrowers
generally are not prohibited from incurring mezzanine debt secured by pledges of
their equity interests in those borrowers.
The mortgage loans generally do not prohibit the related borrower from
incurring other obligations in the ordinary course of business relating to the
mortgaged real property, including, but not limited to, trade payables, or from
incurring indebtedness secured by equipment or other personal property located
at or used in connection with the operation of the mortgaged real property.
We make no representation with respect to the mortgage loans as to whether
any other subordinate financing currently encumbers any mortgaged real property,
whether any borrower has incurred material unsecured debt or whether a third
party holds debt secured by a pledge of an equity interest in a related
borrower.
Debt that is incurred by an equity owner of a borrower and is the subject
of a guaranty of such borrower or is secured by a pledge of the equity ownership
interests in such borrower effectively reduces the equity owners' economic stake
in the related mortgaged real property. While the mezzanine lender has no
security interest in or rights to the related mortgaged real property, a default
under the mezzanine loan could cause a change in control of the related
borrower. The existence of such debt may reduce cash flow on the related
borrower's mortgaged real property after the payment of debt service and may
increase the likelihood that the owner of a borrower will permit the value or
income producing potential of a mortgaged real property to suffer by not making
capital infusions to support the mortgaged real property.
When a mortgage loan borrower, or its constituent members, also has one or
more other outstanding loans, even if the loans are subordinated or are
mezzanine loans not directly secured by the mortgaged real property, the issuing
entity is subjected to additional risks. For example, the borrower may have
difficulty servicing and repaying multiple loans. Also, the existence of another
loan generally will make it more difficult for the borrower to obtain
refinancing of the mortgage loan or sell the related mortgaged real property and
may thus jeopardize the borrower's ability to make any balloon payment due under
the mortgage loan at maturity or to repay the mortgage loan on its anticipated
repayment date. Moreover, the need to service additional debt may reduce the
cash flow available to the borrower to operate and maintain the mortgaged real
property. If the mortgaged real property depreciates for whatever reason, the
related borrower's equity is more likely to be wiped out, thereby eliminating
the related borrower's incentive to continue making payments on its mortgage
loan.
Additionally, if the borrower, or its constituent members, are obligated
to another lender, actions taken by other lenders or the borrower could impair
the security available to the issuing entity. If a junior lender files an
involuntary bankruptcy petition against the borrower, or the borrower files a
voluntary bankruptcy petition to stay enforcement by a junior lender, the
issuing entity's ability to foreclose on the mortgaged real property will be
automatically stayed, and principal and interest payments might not be made
during the course of the bankruptcy case. The bankruptcy of a junior lender also
may operate to stay foreclosure by the issuing entity. Further, if another loan
secured by the mortgaged real property is in default, the other lender may
foreclose on the mortgaged real property, absent an agreement to the contrary,
thereby causing a delay in payments and/or an involuntary repayment of the
mortgage loan prior to maturity. The issuing entity may also be subject to the
costs and administrative burdens of involvement in foreclosure proceedings or
related litigation.
In addition, in the case of those mortgage loans which require or allow
letters of credit to be posted by the related borrower as additional security
for the mortgage loan, in lieu of reserves or otherwise, the related borrower
S-65
P-->

may be obligated to pay fees and expenses associated with the letter of credit
and/or to reimburse the letter of credit issuer or others in the event of a draw
upon the letter of credit by the lender.
See "Description of the Mortgage Pool--Additional Loan and PropertyInformation--Additional and Other Financing" in this prospectus supplement for a
discussion of additional debt with respect to the mortgaged real properties and
the borrowers. See also "Risk Factors--Additional Secured Debt Increases theLikelihood That a Borrower Will Default on a Mortgage Loan Underlying YourOffered Certificates" in the accompanying base prospectus.
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES
A borrower may be required to incur costs to comply with various existing
and future federal, state or local laws and regulations applicable to the
related mortgaged real property securing a mortgage loan. Examples of these laws
and regulations include zoning laws and the Americans with Disabilities Act of
1990, which requires all public accommodations to meet certain federal
requirements related to access and use by disabled persons. For example, not all
of the mortgaged real properties securing the mortgage loans comply with the
Americans with Disabilities Act of 1990. See "Risk Factors--Compliance with theAmericans with Disabilities Act of 1990 May Be Expensive" and "Legal Aspects ofMortgage Loans--Americans with Disabilities Act" in the accompanying base
prospectus. The expenditure of such costs or the imposition of injunctive
relief, penalties or fines in connection with the borrower's noncompliance could
negatively impact the borrower's cash flow and, consequently, its ability to pay
its mortgage loan.
In addition, under the Federal Fair Housing Act, analogous statutes in
some states and regulations and guidelines issued pursuant to those laws, any
and all otherwise-available units in a multifamily apartment building must be
made available to any disabled person who meets the financial criteria generally
applied by the landlord, including implementing alterations and accommodations
in certain circumstances. The costs of this compliance may be high and the
penalties for noncompliance may be severe. Thus, these fair housing statutes,
regulations and guidelines present a risk of increased operating costs to the
borrowers under the mortgage loans secured by multifamily apartment buildings,
which may reduce (perhaps significantly) amounts available for payment on the
related mortgage loan.
MULTIPLE MORTGAGED REAL PROPERTIES ARE OWNED BY THE SAME BORROWER OR AFFILIATED
BORROWERS OR ARE OCCUPIED, IN WHOLE OR IN PART, BY THE SAME TENANT OR AFFILIATED
TENANTS
Seventeen (17) separate groups of mortgage loans, representing
approximately 12.8% of the initial mortgage pool balance, are loans made to
borrowers that, in the case of each of those groups, are the same or under
common control. Mortgaged real properties owned by affiliated borrowers are
likely to:
o have common management, increasing the risk that financial or other
difficulties experienced by the property manager could have a
greater impact on the pool of mortgage loans; and
o have common general partners or managing members, which could
increase the risk that a financial failure or bankruptcy filing
would have a greater impact on the pool of mortgage loans.
See "Description of the Mortgage Pool--Cross-Collateralized and
Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans
with Affiliated Borrowers" in this prospectus supplement.
In addition, there may be tenants which lease space at more than one
mortgaged real property securing mortgage loans. There may also be tenants that
are related to or affiliated with a borrower. See Annex A-1 to this prospectus
supplement for a list of the three most significant tenants at each of the
mortgaged real properties used for retail, office and industrial purposes.
The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged real properties could have an adverse effect
on all of those properties and on the ability of those properties to produce
sufficient cash flow to make required payments on the related mortgage loans.
See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline
S-66
P-->

Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance," "--Borrower Concentration Within a Trust ExposesInvestors to Greater Risk of Default and Loss" and "--Borrower BankruptcyProceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying YourOffered Certificates" in the accompanying base prospectus.
THE MORTGAGE LOANS HAVE NOT BEEN REUNDERWRITTEN BY US
We have not reunderwritten the mortgage loans. Instead, we have relied on
the representations and warranties made by the mortgage loan sellers, and the
mortgage loan sellers' respective obligations to repurchase, cure or substitute
a mortgage loan in the event that a representation or warranty was not true when
made and such breach materially and adversely affects the value of the mortgage
loan or the interests of the certificateholders. These representations and
warranties do not cover all of the matters that we would review in underwriting
a mortgage loan and you should not view them as a substitute for reunderwriting
the mortgage loans. If we had reunderwritten the mortgage loans, it is possible
that the reunderwriting process may have revealed problems with a mortgage loan
not covered by representations or warranties given by the mortgage loan sellers.
In addition, we cannot assure you that the mortgage loan sellers will be able to
repurchase or substitute a mortgage loan if a representation or warranty has
been breached. See "Description of the Mortgage Pool--Representations andWarranties" and "--Repurchases and Substitutions" in this prospectus supplement.
ASSUMPTIONS MADE IN DETERMINING UNDERWRITTEN NET CASH FLOW MAY PROVE TO BE
INAPPROPRIATE
As described under "Glossary" in this prospectus supplement, underwritten
net cash flow means cash flow as adjusted based on a number of assumptions used
by the mortgage loan sellers. No representation is made that the underwritten
net cash flow set forth in this prospectus supplement as of the cut-off date or
any other date is predictive of future net cash flows. In certain cases,
co-tenancy provisions were assumed to be satisfied and vacant space was assumed
to be occupied and space that was due to expire was assumed to have been re-let,
in each case at market rates that may have exceeded current rent. Each
originator of commercial mortgage loans has its own underwriting criteria and no
assurance can be given that adjustments or calculations made by one originator
would be made by other lenders. Each investor should review the assumptions
discussed in this prospectus supplement and make its own determination of the
appropriate assumptions to be used in determining underwritten net cash flow.
In addition, net cash flow reflects calculations and assumptions used by
the mortgage loan sellers and should not be used as a substitute for, and may
vary (perhaps substantially) from, cash flow as determined in accordance with
GAAP as a measure of the results of a mortgaged real property's operation or for
cash flow from operating activities determined in accordance with GAAP as a
measure of liquidity.
The debt service coverage ratios set forth in this prospectus supplement
for the mortgage loans and the mortgaged properties vary, and may vary
substantially, from the debt service coverage ratios for the mortgage loans and
the mortgaged properties as calculated pursuant to the definition of such ratios
as set forth in the related mortgage loan documents. See the footnotes to Annex
A-1 to this prospectus supplement. Also see "Glossary" for a discussion of the
assumptions used in determining net cash flow. The underwriters express no
opinion as to the accuracy of the determination of, or the appropriateness or
reasonableness of the assumptions used in determining, net cash flow.
SOME MORTGAGED REAL PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE
USES
Some of the mortgaged real properties securing the mortgage loans may not
be readily convertible to alternative uses if those properties were to become
unprofitable for any reason. For example, any vacant theater space would not
easily be converted to other uses due to the unique construction requirements of
theaters. Converting commercial properties to alternate uses generally requires
substantial capital expenditures. The liquidation value of any such mortgaged
real property consequently may be substantially less than would be the case if
the property were readily adaptable to other uses. See "--Retail Properties areSubject to Unique Risks Which May Reduce Payments on Your Certificates,""--Industrial Facilities are Subject to Unique Risks Which May Reduce Paymentson Your Certificates,""--Self Storage Facilities are Subject to Unique RisksWhich May Reduce Payments on Your Certificates" and "--Manufactured Housing
Community Properties, Mobile Home Parks and Recreational Vehicle Parks are
Subject to Unique Risks Which May Reduce Payments on Your Certificates" above.
S-67
P-->

LENDING ON INCOME-PRODUCING REAL PROPERTIES ENTAILS ENVIRONMENTAL RISKS
The issuing entity could become liable for a material adverse
environmental condition at one of the mortgaged real properties securing the
mortgage loans. Any potential environmental liability could reduce or delay
payments on the offered certificates.
If an adverse environmental condition exists with respect to a mortgaged
real property securing a mortgage loan, the issuing entity will be subject to
certain risks including the following:
o a reduction in the value of such mortgaged real property which may
make it impractical or imprudent to foreclose against such mortgaged
real property;
o the potential that the related borrower may default on the related
mortgage loan due to such borrower's inability to pay high
remediation costs or difficulty in bringing its operations into
compliance with environmental laws;
o liability for clean-up costs or other remedial actions, which could
exceed the value of such mortgaged real property or the unpaid
balance of the related mortgage loan; and
o the inability to sell the related mortgage loan in the secondary
market or to lease such mortgaged real property to potential
tenants.
A third-party consultant conducted an environmental site assessment, or
updated a previously conducted assessment (which update may have been pursuant
to a database update), with respect to all of the mortgaged real properties for
the mortgage loans. Generally, if any assessment or update revealed a material
adverse environmental condition or circumstance at any mortgaged real property
and the consultant recommended action, then, depending on the nature of the
condition or circumstance, one of the actions identified in this prospectus
supplement under "Description of the Mortgage Pool--Assessments of PropertyCondition--Environmental Assessments" was taken. See "Description of theMortgage Pool--Assessments of Property Condition--Environmental Assessments" for
further information regarding these environmental site assessments and the
resulting environmental reports, including information regarding the periods
during which these environmental reports were prepared.
In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold and/or radon. Where these
substances were present, the environmental consultant generally recommended, and
the related loan documents generally require, the establishment of an operation
and maintenance plan to address the issue or, in some cases involving
asbestos-containing materials, lead-based paint, mold and/or radon, an abatement
or removal program.
We cannot assure you that the environmental assessments identified all
environmental conditions and risks, that the related borrowers will implement
all recommended operations and maintenance plans, that such plans will
adequately remediate the environmental condition, or that any environmental
indemnity, insurance or escrow will fully cover all potential environmental
issues. In addition, the environmental condition of the mortgaged real
properties could be adversely affected by tenants or by the condition of land or
operations in the vicinity of the properties, such as underground storage tanks.
With respect to the mortgage loan identified on Annex A-1 to this
prospectus supplement as Georgia-Alabama Retail Portfolio, which is secured by
sixty-two (62) gas station/convenience store properties, which represent
security for approximately 1.6% of the initial mortgage pool balance and
approximately 2.8% of the loan group 1 balance, although all of the mortgaged
properties conform in all material respects to the 1988 Environmental Protection
Agency standards for the design, construction and operation of underground
storage tanks that hold petroleum, thirteen (13) of the mortgaged properties
have documented releases of petroleum or petroleum products which are the
subject of ongoing investigations, remediation or post-remediation monitoring
activities. Of these sites, (i) two (2) of the mortgaged properties have an
investment grade responsible party, (ii) four (4) of the mortgaged properties
have remediation activities which are being supervised by the state and the
contractor bills the Georgia Underground Storage Tank ("GUST") trust fund
directly for remediation costs, (iii) one (1) of the mortgaged properties has a
non-investment grade responsible party (but is also being reimbursed by the GUST
trust fund), (iv) one (1) of the mortgaged properties has either not yet
commenced or has suspended remediation activities
S-68
P-->

due to the responsible party being in bankruptcy, (v) three (3) of the mortgaged
properties have completed remediation and a request for a no further action
letter is pending and (vi) two (2) of the mortgaged properties have been
designated or a contractor has requested that they be designated as
monitoring-only. The environmental consultant estimated that the reasonably
likely cost of investigation and remediation or monitoring of the sites over the
next five years would be approximately $602,400. There can be no assurance that
other properties in the portfolio will not have releases or that the 13
properties described above or other properties will not experience additional
expenses related to environmental conditions that may arise at the related
mortgaged property. At loan closing, the borrower obtained a five-year pollution
legal liability ("PLL") policy from Zurich with a $5 million per claim and $10
million aggregate limit, with a self-insured retention of $1,100,000 for
petroleum related releases and $500,000 for non-petroleum releases. At loan
closing, Countrywide Commercial Real Estate Finance, Inc. reserved $224,090 for
the payment of renewal premiums. The reserve funds may only be used to pay the
renewal premium and are not collateral for the Georgia-Alabama Retail Portfolio
Loan in the event of a default. The reserve funds are to be returned to
Countrywide Commercial Real Estate Finance, Inc. (i) at the time the lender is
given notice that the PLL policy will not be renewed or has been cancelled or
(ii) on the maturity date. The PLL policy covers (i) the costs of remediation
and potential legal liability as a result of historical contamination and (ii)
costs for future releases in excess of coverage under a UST Policy (described
below). In addition to the PLL policy, the borrower also obtained a tank policy
("UST Policy") that covers future petroleum releases from the underground
storage tanks, including the petroleum related release deductible under the PLL
policy, subject to a $5,000 deductible. The UST Policy renews annually and the
related premium is included in the price paid for petroleum products to an
affiliate of the borrower by the operator at each Georgia-Alabama Retail
Portfolio property.
See "Description of the Mortgage Pool--Assessments of PropertyCondition--Environmental Assessments." Also see "Risk Factors--EnvironmentalLiabilities Will Adversely Affect the Value and Operation of the ContaminatedProperty and May Deter a Lender from Foreclosing" and "Legal Aspects of MortgageLoans--Environmental Considerations" in the accompanying base prospectus.
LENDING ON INCOME-PRODUCING PROPERTIES ENTAILS RISKS RELATED TO PROPERTY
CONDITION
Licensed engineers inspected all of the mortgaged real properties that
secure the mortgage loans, in connection with the originating of such mortgage
loans to assess--
o the structure, exterior walls, roofing, interior construction,
mechanical and electrical systems; and
o the general condition of the site, buildings and other improvements
located at each property.
The resulting reports may have indicated deferred maintenance items and/or
recommended capital improvements on the mortgaged real properties. We, however,
cannot assure you that all conditions requiring repair or replacement were
identified. No additional property inspections were conducted in connection with
the issuance of the offered certificates. See "Description of the MortgagePool--Assessments of Property Condition--Engineering Assessments" for
information regarding these engineering inspections and the resulting
engineering reports, including the periods during which these engineering
reports were prepared. Generally, with respect to many of the mortgaged real
properties for which recommended repairs, corrections or replacements were
deemed material, the related borrowers were required to deposit with the lender
an amount ranging from 100% to 125% of the licensed engineer's estimated cost of
the recommended repairs, corrections or replacements to assure their completion.
See "Risk Factors--Risks Related to the Mortgage Loans--Reserves to Fund CapitalExpenditures May Be Insufficient and This May Adversely Affect Payments on YourCertificates" in this prospectus supplement.
INSPECTIONS AND APPRAISALS PERFORMED ON MORTGAGED REAL PROPERTIES MAY NOT
ACCURATELY REFLECT VALUE OR CONDITION OF MORTGAGED REAL PROPERTIES
Any appraisal performed with respect to a mortgaged real property
represents only the analysis and opinion of a qualified expert and is not a
guarantee of present or future value. One appraiser may reach a different
conclusion than the conclusion that would be reached if a different appraiser
were appraising that property. Moreover, appraisals seek to establish the amount
a typically motivated buyer would pay a typically motivated seller and, in
certain cases, may have taken into consideration the purchase price paid by the
borrower. That amount could be significantly higher than the amount obtained
from the sale of a mortgaged real property under a distress or
S-69
P-->

liquidation sale. We cannot assure you that the information set forth in this
prospectus supplement regarding appraised values or loan-to-value ratios
accurately reflects past, present or future market values of the mortgaged real
properties. See "Description of the Mortgage Pool--Assessments of PropertyCondition--Appraisals" in this prospectus supplement for a description of the
appraisals that were performed with respect to the mortgaged real properties.
Any engineering reports or site inspections obtained with respect to a mortgaged
real property represents only the analysis of the individual engineers or site
inspectors preparing such reports at the time of such report, and may not reveal
all necessary or desirable repairs, maintenance or capital improvement items.
See "Description of the Mortgage Pool--Assessments of PropertyCondition--Property Inspections" and "--Engineering Assessments" in this
prospectus supplement for a description of the engineering assessments and site
inspections that were performed with respect to the mortgaged real properties.
LIMITATIONS ON ENFORCEABILITY OF CROSS-COLLATERALIZATION AND MULTI-BORROWER
ARRANGEMENTS; MULTI-PROPERTY MORTGAGE LOANS
The mortgage pool will include thirteen (13) mortgage loans, representing
approximately 36.6% of the initial mortgage pool balance (eight (8) mortgage
loans in loan group 1, representing approximately 18.9% of the initial loan
group 1 balance, and five (5) mortgage loans in loan group 2, representing
approximately 60.7% of the initial loan group 2 balance), that may involve
multiple borrowers (or in some cases, a single borrower owning multiple
properties) and are, in each case, individually or through
cross-collateralization with other mortgage loans, secured by two or more real
properties and, in the case of cross-collateralized mortgage loans, are
cross-defaulted with the mortgage loans with which they are
cross-collateralized. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans. These mortgage loans are identified in the
tables contained in Annex A-1. The purpose of securing any particular mortgage
loan or group of cross-collateralized mortgage loans with multiple real
properties or multiple properties within a single mortgaged real property is to
reduce the risk of default or ultimate loss as a result of an inability of any
particular property to generate sufficient net operating income to pay debt
service. However, certain of these mortgage loans, as described under
"Description of the Mortgage Pool--Cross-Collateralized and Cross-Defaulted
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliate
Borrowers" in this prospectus supplement, entitle the related borrower(s) to
obtain a release of one or more of the corresponding mortgaged real properties
and/or a termination of any applicable cross-collateralization, subject, in each
case, to the fulfillment of one or more specified conditions.
Six (6) of the mortgage loans referred to in the preceding paragraph,
representing approximately 28.3% of the initial mortgage pool balance (three (3)
mortgage loans, in loan group 1 representing approximately 6.7% of the initial
loan group 1 balance and three (3) mortgage loan in loan group 2 representing
approximately 57.7% of the initial loan group 2 balance), are secured by deeds
of trust or mortgages, as applicable, on multiple properties or parcels that,
through cross-collateralization arrangements or otherwise, secure the
obligations of multiple borrowers. Such multi-borrower arrangements could be
challenged as fraudulent conveyances by creditors of any of the related
borrowers or by the representative of the bankruptcy estate of any related
borrower if one or more of such borrowers becomes a debtor in a bankruptcy case.
Generally, under federal and most state fraudulent conveyance statutes, a lien
granted by any such borrower could be voided if a court determines that:
o such borrower was insolvent at the time of granting the lien, was
rendered insolvent by the granting of the lien, was left with
inadequate capital or was not able to pay its debts as they matured;
and
o the borrower did not, when it allowed its mortgaged real property to
be encumbered by the liens securing the indebtedness represented by
the other cross-collateralized loans, receive "fair consideration"
or "reasonably equivalent value" for pledging such mortgaged real
property for the equal benefit of the other related borrowers.
S-70
P-->

We cannot assure you that a lien granted by a borrower on a
cross-collateralized loan to secure the mortgage loan of another borrower, or
any payment thereon, would not be avoided as a fraudulent conveyance. See
"Description of the Mortgage Pool--Cross-Collateralized and Cross-Defaulted
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" in this prospectus supplement and Annex A-1 to this prospectus
supplement for more information regarding the cross-collateralized mortgage
loans. No mortgage loan is cross-collateralized with a mortgage loan not
included in the assets of the issuing entity.
Six (6) mortgage loans, representing approximately 33.4% of the initial
mortgage pool balance and approximately 16.3% of the initial loan group 1
balance and approximately 56.6% of the initial loan group 2 balance, are, in
each case, secured by real properties located in two or more states. Foreclosure
actions are brought in state court and the courts of one state cannot exercise
jurisdiction over property in another state. Upon a default under any of these
mortgage loans, it may not be possible to foreclose on the related mortgaged
real properties simultaneously.
THE BORROWER'S FORM OF ENTITY OR STRUCTURE MAY CAUSE SPECIAL RISKS AND/OR HINDER
RECOVERY
The borrowers under forty (40) mortgage loans, representing in the
aggregate approximately 3.5% of the initial mortgage pool balance (twenty-five
(25) mortgage loans in loan group 1, representing 4.2% of the initial loan group
1 balance, and fifteen (15) mortgage loans in loan group 2, representing 2.4% of
the initial loan group 2 balance), are either individuals or are not structured
to diminish the likelihood of their becoming bankrupt and some of the other
borrowers so structured may not satisfy all the characteristics of special
purpose entities. Further, some of the borrowing entities (including some that
are currently structured to satisfy the characteristics of a special purpose
entity) may have been in existence and conducting business prior to the
origination of the related mortgage loan. For example, with respect to the
mortgage loans identified on Annex A-1 to this prospectus supplement as Farallon
Portfolio, Peninsula Beverly Hills and SAC/U-Haul Self Storage Portfolio,
representing approximately 16.6% of the initial mortgage pool balance, 11.0% of
the initial loan group 1 balance and 24.2% of the initial loan group 2 balance,
the related borrower (or in some cases, certain of the related borrowers) are
not newly formed special purpose entities. In addition, certain borrowers may
own other property that is not part of the collateral for the mortgage loans
and, even with respect to those currently structured to satisfy the
characteristics of a special purpose entity, may not have always satisfied all
the characteristics of special purpose entities. The related mortgage documents
and/or organizational documents of certain borrowers may not contain the
representations, warranties and covenants customarily made by a borrower that is
a special purpose entity (such as limitations on indebtedness and affiliate
transactions and restrictions on the borrower's ability to dissolve, liquidate,
consolidate, merge, sell all of its assets, or amend its organizational
documents). These provisions are designed to mitigate the possibility that the
borrower's financial condition would be adversely impacted by factors unrelated
to the related mortgaged real property and the related mortgage loan.
Borrowers not structured as bankruptcy-remote entities may be more likely
to become insolvent or the subject of a voluntary or involuntary bankruptcy
proceeding because such borrowers may be:
o operating entities with businesses distinct from the operation of
the property with the associated liabilities and risks of operating
an ongoing business; and
o individuals that have personal liabilities unrelated to the
property.
However, any borrower, even an entity structured to be bankruptcy-remote,
as owner of real estate will be subject to certain potential liabilities and
risks. We cannot assure you that any borrower will not file for bankruptcy
protection or that creditors of a borrower or a corporate or individual general
partner or managing member of a borrower will not initiate a bankruptcy or
similar proceeding against such borrower or corporate or individual general
partner or managing member.
With respect to those borrowers that are structured as special purposes
entities, although the terms of the borrower's organizational documents and/or
related loan documents require that the related borrower covenants to be a
special purpose entity, in some cases those borrowers are not required to
observe all covenants and conditions which typically are required in order for
such an entity to be viewed under the standard rating agency criteria as a
special purpose entity. For example, in many cases, the entity that is the
related borrower does not have an independent director.
S-71
P-->

In certain jurisdictions, mortgage loans may be structured with a borrower
(obligated under the related note) that is different from the owner of the
mortgaged property. In such cases, the related property owner, although not
obligated under the note, will guaranty all amounts payable by the borrower
under the related note and the guaranty will be secured by an indemnity deed of
trust in favor of the lender executed by the property owner. With respect to
certain references to the borrower in this prospectus supplement, such
references may apply to the related property owner instead.
Furthermore, with respect to any related borrowers, creditors of a common
parent in bankruptcy may seek to consolidate the assets of such borrowers with
those of the parent. Consolidation of the assets of such borrowers would likely
have an adverse effect on the funds available to make distributions on your
certificates, and may lead to a downgrade, withdrawal or qualification of the
ratings of your certificates. See "Legal Aspects of Mortgage Loans--BankruptcyLaws" in the accompanying base prospectus.
RISKS RELATED TO REDEVELOPMENT AND RENOVATION AT THE MORTGAGED REAL PROPERTIES
Certain of the mortgaged real properties are properties which are
currently undergoing or are expected to undergo redevelopment or renovation in
the future. There can be no assurance that current or planned redevelopment or
renovation will be completed, that such redevelopment or renovation will be
completed in the time frame contemplated, or that, when and if redevelopment or
renovation is completed, such redevelopment or renovation will improve the
operations at, or increase the value of, the subject property. Failure of any of
the foregoing to occur could have a material negative impact on the related
mortgage loan, which could affect the ability of the related borrower to repay
the related mortgage loan.
In the event the related borrower fails to pay the costs of work completed
or material delivered in connection with such ongoing redevelopment or
renovation, the portion of the mortgaged real property on which there are
renovations may be subject to mechanic's or materialmen's liens that may be
senior to the lien of the related mortgage loan.
TENANCIES IN COMMON MAY HINDER RECOVERY
Eighteen (18) of the mortgage loans, representing approximately 6.6% of
the initial mortgage pool balance (fourteen (14) mortgage loans in loan group 1,
representing approximately 7.2% of the initial loan group 1 balance, and four
(4) mortgage loans in loan group 2, representing approximately 5.8% of the
initial loan group 2 balance), have borrowers that own the related mortgaged
real properties as tenants-in-common. In addition, some of the mortgage loans
may permit the related borrower to convert into a tenant-in-common structure in
the future. Generally, in tenant-in-common ownership structures, each
tenant-in-common owns an undivided share in the subject real property. If a
tenant-in-common desires to sell its interest in the subject real property and
is unable to find a buyer or otherwise desires to force a partition, the
tenant-in-common has the ability to request that a court order a sale of the
subject real property and distribute the proceeds to each tenant-in-common owner
proportionally. To reduce the likelihood of a partition action, except as
discussed in the paragraph below, each tenant-in-common borrower under the
mortgage loan(s) referred to above has waived its partition right. However,
there can be no assurance that, if challenged, this waiver would be enforceable
or that it would be enforced in a bankruptcy proceeding.
The enforcement of remedies against tenant-in-common borrowers may be
prolonged because each time a tenant-in-common borrower files for bankruptcy,
the bankruptcy court stay is reinstated. While a lender may seek to mitigate
this risk after the commencement of the first bankruptcy of a tenant-in-common
by commencing an involuntary proceeding against the other tenant-in-common
borrowers and moving to consolidate all those cases, there can be no assurance
that a bankruptcy court would consolidate those separate cases. Additionally,
tenant-in-common borrowers may be permitted to transfer portions of their
interests in the subject mortgaged real property to numerous additional
tenant-in-common borrowers.
The bankruptcy, dissolution or action for partition by one or more of the
tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable upon the related mortgage loan. Not all tenants-in-common for
these mortgage loans may be special purpose entities and some of those
tenants-in-common may be individuals.
S-72
P-->

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged real property owned by
that borrower, as well as the commencement or continuation of a foreclosure
action. In addition, even if a court determines that the value of the mortgaged
real property is less than the principal balance of the mortgage loan it
secures, the court may prevent a lender from foreclosing on the mortgaged real
property (subject to certain protections available to the lender). As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged real property, which would make the
lender a general unsecured creditor for the difference between the then-current
value and the amount of its outstanding mortgage indebtedness. A bankruptcy
court also may: (1) grant a debtor a reasonable time to cure a payment default
on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3)
change the rate of interest due on a mortgage loan; or (4) otherwise alter the
mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to foreclose
on the junior lien. Additionally, the borrower's trustee or the borrower, as
debtor-in-possession, has certain special powers to avoid, subordinate or
disallow debts. In certain circumstances, the claims of the special servicer on
behalf of the issuing entity may be subordinated to financing obtained by a
debtor-in-possession subsequent to its bankruptcy. Under federal bankruptcy law,
the lender will be stayed from enforcing a borrower's assignment of rents and
leases. Federal bankruptcy law also may interfere with the master servicers' or
special servicer's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and costly
and may significantly delay or diminish the receipt of rents. Rents also may
escape an assignment to the extent they are used by the borrower to maintain the
mortgaged real property or for other court authorized expenses.
Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. In its decision in In re 203
North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10,2000), the United States Bankruptcy Court for the Northern District of Illinois
refused to enforce a provision of a subordination agreement that allowed a first
mortgagee to vote a second mortgagee's claim with respect to a Chapter 11
reorganization plan on the grounds that pre-bankruptcy contracts cannot override
rights expressly provided by the Bankruptcy Code. This holding, which one court
has already followed, potentially limits the ability of a senior lender to
accept or reject a reorganization plan or to control the enforcement of remedies
against a common borrower over a subordinated lender's objections.
As a result of the foregoing, the special servicer's recovery on behalf of
the issuing entity with respect to borrowers in bankruptcy proceedings may be
significantly delayed, and the aggregate amount ultimately collected may be
substantially less than the amount owed.
LITIGATION OR OTHER LEGAL PROCEEDINGS MAY HAVE ADVERSE EFFECTS ON BORROWERS
From time to time, there may be legal proceedings pending or threatened
against the borrowers, sponsors, managers of the mortgaged real properties and
their affiliates relating to the business of, or arising outside of the ordinary
course of business of, the borrowers, sponsors, managers of the mortgaged real
properties and their affiliates, and certain of the borrowers, sponsors,
managers of the mortgaged real properties and their affiliates are subject to
legal proceedings relating to the business of, or arising outside of the
ordinary course of business of, the borrowers, sponsors, managers of the
mortgaged real properties or their affiliates. It is possible that such legal
proceedings may have a material adverse effect on any borrower's ability to meet
its obligations under the related mortgage loan and, therefore, on distributions
on your certificates.
From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged real properties securing the mortgage
loans. The proceeds payable in connection with a total condemnation may not be
sufficient to restore the related mortgaged real property or to satisfy the
remaining indebtedness of the related mortgage loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of, or
income generation from, the affected mortgaged real property. Therefore, we
S-73
P-->

cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your certificates.
PRIOR BANKRUPTCIES OR OTHER PROCEEDINGS MAY BE RELEVANT TO FUTURE PERFORMANCE
Certain borrowers, principals of borrowers and affiliates thereof have
been a party to bankruptcy proceedings, foreclosure proceedings or deed-in-lieu
of foreclosure transactions, or other material proceedings, in the past.
Additionally, there can be no assurance that certain other borrowers, or any
principals of borrowers or affiliates thereof, have not been a party to
bankruptcy proceedings, foreclosure proceedings or deed-in-lieu of foreclosure
transactions, or other material proceedings, in the past or that certain
principals or their affiliates have not been equity owners in other mortgaged
real properties that have been subject to foreclosure proceedings. In addition,
there may be pending or threatened foreclosure proceedings or other material
proceedings of the borrowers, the borrower principals and the managers of the
mortgaged real properties or their affiliates securing the pooled mortgage loans
and/or their respective affiliates.
If a borrower or a principal of a borrower or affiliate has been a party
to such a proceeding or transaction in the past, we cannot also assure you that
the borrower or principal will not be more likely than other borrowers or
principals to avail itself or cause a borrower to avail itself of its legal
rights, under the Bankruptcy Code or otherwise, in the event of an action or
threatened action by the mortgagee or its servicer to enforce the related
mortgage loan documents, or otherwise conduct its operations in a manner that is
in the best interests of the lender and/or the mortgaged real property. We
cannot assure you that any foreclosure proceedings or other material proceedings
will not have a material adverse effect on your investment.
Certain of the mortgage loans detailed below have sponsors that have filed
for bankruptcy protection in the last ten years. In each case, the related
entity or person has emerged from bankruptcy. With respect to one mortgage loan
(identified as loan number 95 on Annex A-1 to this prospectus supplement),
representing 0.2% of the initial mortgage pool balance and 0.4% of the initial
loan group 1 balance, the related sponsor filed for bankruptcy protection in
1997 and emerged from bankruptcy protection in 1998.
From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged real properties securing the mortgage
loans. The proceeds payable in connection with a total condemnation may not be
sufficient to restore the related mortgaged real property or to satisfy the
remaining indebtedness of the related mortgage loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of, or
income generation from, the affected mortgaged real property. Therefore, we
cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your certificates.
POOR PROPERTY MANAGEMENT WILL LOWER THE PERFORMANCE OF THE RELATED MORTGAGED
REAL PROPERTY
The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is
responsible for:
o responding to changes in the local market;
o planning and implementing the rental structure;
o operating the property and providing building services;
o managing operating expenses; and
o assuring that maintenance and capital improvements are carried out
in a timely fashion.
Properties deriving revenues primarily from short-term sources, such as
short-term or month-to-month leases or daily room rentals, are generally more
management intensive than properties leased to creditworthy tenants under
long-term leases. We make no representation or warranty as to the skills of any
present or future managers. In many cases, the property manager is the borrower
or an affiliate of the borrower and may not manage properties
S-74
P-->

for non-affiliates. Additionally, we cannot assure you that the property
managers will be in a financial condition to fulfill their management
responsibilities throughout the terms of their respective management agreements.
MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR
SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN
Each mortgage loan seller is the sole warranting party in respect of the
mortgage loans sold by such mortgage loan seller to us. Neither we nor any of
our affiliates (except, in certain circumstances, for Merrill Lynch Mortgage
Lending, Inc. in its capacity as a mortgage loan seller) are obligated to
repurchase or substitute any mortgage loan in connection with either a material
breach of any mortgage loan seller's representations and warranties or any
material document defects, if such mortgage loan seller defaults on its
obligation to do so. We cannot assure you that the mortgage loan sellers will
have the financial ability to effect such repurchases or substitutions. Any
mortgage loan that is not repurchased or substituted and that is not a
"qualified mortgage" for a REMIC may cause the issuing entity to fail to qualify
as one or more REMICs or cause the issuing entity to incur a tax. See
"Description of the Mortgage Pool--Assignment of the Mortgage Loans,""--Representations and Warranties" and "--Repurchases and Substitutions" in this
prospectus supplement and "Description of the GoverningDocuments--Representations and Warranties with Respect to Mortgage Assets" in
the accompanying base prospectus.
ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO
FORECLOSE ON THE MORTGAGED REAL PROPERTY
Some states (including California) have laws that prohibit more than one
judicial action to enforce a mortgage obligation, and some courts have construed
the term judicial action broadly. Accordingly, the special servicer is required
to obtain advice of counsel prior to enforcing any of the issuing entity's
rights under any of the mortgage loans that include mortgaged real properties
where this rule could be applicable. In the case of either a
cross-collateralized and cross-defaulted mortgage loan or a multi-property
mortgage loan which is secured by mortgaged real properties located in multiple
states, the special servicer may be required to foreclose first on properties
located in states where such "one action" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing on properties located in the states
where judicial foreclosure is the only permitted method of foreclosure. As a
result, the special servicer may incur delay and expense in foreclosing on
mortgaged real properties located in states affected by one action rules. See
"--Risks Related to Geographic Concentration""--Certain State-SpecificConsiderations" in this prospectus supplement. See also "Legal Aspects ofMortgage Loans--Foreclosure--One Action and Security First Rules" in the
accompanying base prospectus.
LIMITED INFORMATION CAUSES UNCERTAINTY
Some of the mortgage loans are loans that were made to enable the related
borrower to acquire the related mortgaged real property. Accordingly, for
certain of these loans limited or no historical operating information is
available with respect to the related mortgaged real properties. As a result,
you may find it difficult to analyze the historical performance of those
properties.
TAX CONSIDERATIONS RELATED TO FORECLOSURE
The special servicer, on behalf of the issuing entity, may acquire one or
more mortgaged real properties pursuant to a foreclosure or deed in lieu of
foreclosure. The issuing entity will be able to perform construction work on a
foreclosed real property only through an independent contractor (more than 90
days after acquisition), and then only if construction was at least 10% complete
at the time default on the related mortgage loan became imminent. Any net income
from the operation and management of any such property that is not qualifying
"rents from real property," within the meaning of section 856(d) of the Internal
Revenue Code of 1986, as amended, and any rental income based on the net profits
of a tenant or sub-tenant or allocable to a service that is non-customary in the
area and for the type of property involved, will subject the issuing entity to
federal (and possibly state or local) tax on such income at the highest marginal
corporate tax rate (currently 35%), thereby reducing net proceeds available for
distribution to certificateholders. The risk of taxation being imposed on income
derived from the operation of foreclosed property is particularly present in the
case of hotels and other property types that rely on business rather than rental
income. The pooling and servicing agreement permits the special servicer to
cause the issuing entity to
S-75
P-->

earn "net income from foreclosure property" that is subject to tax if it
determines that the net after-tax benefit to certificateholders is greater than
another method of operating or net-leasing the subject mortgaged real
properties. In addition, if the issuing entity were to acquire one or more
mortgaged real properties pursuant to a foreclosure or deed in lieu of
foreclosure, the issuing entity may in certain jurisdictions, particularly in
New York or California, be required to pay state or local transfer or excise
taxes upon liquidation of such properties. Such state or local taxes may reduce
net proceeds available for distribution to the certificateholders. See "FederalIncome Tax Consequences" in this prospectus supplement and in the accompanying
base prospectus.
With respect to the mortgage loan identified on Annex A-1 to this
prospectus supplement as Farallon Portfolio, until such time as a certain debt
service coverage ratio is satisfied, a pledge of equity in the owners of certain
entities that own rental homes dispersed throughout the communities where the
related mortgaged properties are located was granted by the owner of such
entities (which pledgor is currently an affiliate of the related borrowers) as
additional collateral for such loan. See Annex C, "Preliminary Structural andCollateral Term Sheet--Farallon Portfolio" in this prospectus supplement. Such
pledged equity interest may not qualify as an interest in real property or as
personal property incidental to real property for purposes of the REMIC
provisions. If any such pledged equity interest does not so qualify, the REMIC
regulations will restrict the trust from taking title to any such pledged
interest and, in such case, upon the occurrence of an event of default under the
related mortgage loan, the trust may not be permitted to take title to such
pledged interests, but rather will be required to exercise the legal remedies
available to it under applicable law and the related loan documents to sell any
such pledged equity interests and apply the proceeds toward the repayment of
such mortgage loan. Depending on market conditions, the proceeds from the sale
of any such pledged equity interest could be less than the proceeds that would
be received if the special servicer would have foreclosed on such interest and
sold them at a later date.
POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO PROPERTY MANAGERS, THE BORROWERS
AND THE MORTGAGE LOAN SELLERS
Property managers and borrowers may experience conflicts of interest in
the management and/or ownership of the mortgaged real properties securing the
mortgage loans because:
o a substantial number of the mortgaged real properties are managed by
property managers affiliated with the respective borrowers;
o the property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged
real properties; and
o affiliates of the property managers and/or the borrowers, or the
property managers and/or the borrowers themselves, also may own
other properties, including competing properties.
Conflicts of interest may arise between the trust fund, on the one hand,
and the mortgage loan sellers and their affiliates that engage in the
acquisition, development, operation, financing and disposition of real estate,
on the other hand. Those conflicts may arise because a mortgage loan seller and
its affiliates intend to continue to actively acquire, develop, lease, finance
and dispose of real estate-related assets in the ordinary course of their
businesses. During the course of their business activities, the respective
mortgage loan sellers and their affiliates may acquire, sell or lease
properties, or finance loans secured by properties (or by ownership interests in
the related borrowers) which may include the mortgaged properties securing the
pooled mortgage loans or properties that are in the same markets as those
mortgaged real properties.
Further, certain mortgage loans may have been refinancings of debt
previously held by a mortgage loan seller or an affiliate of one of the mortgage
loan sellers and/or the mortgage loan sellers or their affiliates may have or
have had equity investments in the borrowers or mortgaged real properties under
certain of the mortgage loans. Each of the mortgage loan sellers and its
affiliates have made and/or may make loans to, or equity investments in, or
otherwise have business relationships with, affiliates of borrowers under the
mortgage loans. For example, in the case of certain of the mortgage loans, the
holder of related mezzanine debt secured by a principal's interest in the
related borrower may be the related mortgage loan seller, which relationship
could represent a conflict of interest.
S-76
P-->

In the circumstances described above, the interests of those mortgage loan
sellers and their affiliates may differ from, and compete with, the interest of
the trust fund. Decisions made with respect to those assets may adversely affect
the amount and timing of distributions on the certificates.
THE ABSENCE OF OR INADEQUACY OF INSURANCE COVERAGE ON THE PROPERTY MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES
All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided by
allowing a tenant to self-insure). However, the mortgaged real properties that
secure the mortgage loans may suffer casualty losses due to risks that are not
covered by insurance or for which insurance coverage is not adequate or
available at commercially reasonable rates. In addition, some of those mortgaged
real properties are located in California, Florida, Texas and Louisiana and in
other coastal areas of certain states, which are areas that have historically
been at greater risk of acts of nature, including earthquakes, hurricanes and
floods. The mortgage loans generally do not require borrowers to maintain
earthquake, hurricane or flood insurance and we cannot assure you that borrowers
will attempt or be able to obtain adequate insurance against such risks.
Moreover, if reconstruction or major repairs are required following a
casualty, changes in laws that have occurred since the time of original
construction may materially impair the borrower's ability to effect such
reconstruction or major repairs or may materially increase the cost thereof.
After the terrorist attacks of September 11, 2001, the cost of insurance
coverage for acts of terrorism increased and the availability of such insurance
decreased. In response to this situation, Congress enacted the Terrorism Risk
Insurance Act of 2002 (TRIA), which was amended and extended by the Terrorism
Risk Insurance Extension Act of 2005 (TRIA Extension Act), signed into law by
President Bush on December 22, 2005. The TRIA Extension Act requires that
qualifying insurers offer terrorism insurance coverage in all property and
casualty insurance policies on terms not materially different than terms
applicable to other losses. The federal government covers 90% (85% for acts of
terrorism occurring in 2007) of the losses from covered certified acts of
terrorism on commercial risks in the United States only, in excess of a
specified deductible amount calculated as a percentage of an affiliated
insurance group's prior year premiums on commercial lines policies covering
risks in the United States. This specified deductible amount is 17.5% of such
premiums for losses occurring in 2006, and 20% of such premiums for losses
occurring in 2007. Further, to trigger coverage under the TRIA Extension Act,
the aggregate industry property and casualty insurance losses resulting from an
act of terrorism must exceed $5 million prior to April 2006, $50 million from
April 2006 through December 2006, and $100 million for acts of terrorism
occurring in 2007. The TRIA Extension Act now excludes coverage for commercial
auto, burglary and theft, surety, professional liability and farm owners'
multiperil. The TRIA Extension Act will expire on December 31, 2007. The TRIA
Extension Act applies only to losses resulting from attacks that have been
committed by individuals on behalf of a foreign person or foreign interest, and
does not cover acts of purely domestic terrorism. Further, any such attack must
be certified as an "act of terrorism" by the federal government, which decision
is not subject to judicial review. As a result, insurers may continue to try to
exclude from coverage under their policies losses resulting from terrorist acts
not covered by the TRIA Extension Act. Moreover, the TRIA Extension Act's
deductible and co-payment provisions still leave insurers with high potential
exposure for terrorism-related claims. Because nothing in the TRIA Extension Act
prevents an insurer from raising premium rates on policyholders to cover
potential losses, or from obtaining reinsurance coverage to offset its increased
liability, the cost of premiums for such terrorism insurance coverage is still
expected to be high.
We cannot assure you that all of the mortgaged real properties will be
insured against the risks of terrorism and similar acts. As a result of any of
the foregoing, the amount available to make distributions on your certificates
could be reduced.
Each master servicer, with respect to each of the mortgage loans that it
is servicing, including those of such mortgage loans that have become specially
serviced mortgage loans, and the special servicer, with respect to mortgaged
real properties acquired through foreclosure, which we refer to in this
prospectus supplement as REO property, will be required to use reasonable
efforts, consistent with the servicing standard under the pooling and servicing
agreement, to cause each borrower to maintain for the related mortgaged real
property all insurance required by the terms of the loan documents and the
related mortgage in the amounts set forth therein which are to
S-77
P-->

be obtained from an insurer meeting the requirements of the applicable loan
documents. Notwithstanding the foregoing, the master servicers and the special
servicer will not be required to maintain, and will not be required to cause a
borrower to be in default with respect to the failure of the related borrower to
obtain, all-risk casualty insurance that does not contain any carve-out for
terrorist or similar acts, if and only if the special servicer has determined in
accordance with the servicing standard under the pooling and servicing agreement
(and other consultation with the controlling class representative) that either--
o such insurance is not available at commercially reasonable rates,
and such hazards are not commonly insured against by prudent owners
of properties similar to the mortgaged real property and located in
or around the region in which such mortgaged real property is
located, or
o such insurance is not available at any rate.
If the related loan documents do not expressly require insurance against
acts of terrorism, but permit the lender to require such other insurance as is
reasonable, the related borrower may challenge whether maintaining insurance
against acts of terrorism is reasonable in light of all the circumstances,
including the cost. The applicable master servicer's efforts to require such
insurance may be further impeded if the originating lender did not require the
subject borrower to maintain such insurance, regardless of the terms of the
related loan documents.
If a borrower is required, under the circumstances described above, to
maintain insurance coverage with respect to terrorist or similar acts that was
not previously maintained, the borrower may incur higher costs for insurance
premiums in obtaining that coverage which would have an adverse effect on the
net cash flow of the related mortgaged real property. Further, If the federal
insurance back-stop program referred to above is not extended or renewed,
premiums for terrorism insurance coverage will likely increase and/or the terms
of such insurance may be materially amended to enlarge stated exclusions or to
otherwise effectively decrease the scope of coverage available (perhaps to the
point where it is effectively not available). In addition, to the extent that
any policies contain "sunset clauses" (i.e., clauses that void terrorism
coverage if the federal insurance backstop program is not renewed), then such
policies may cease to provide terrorism insurance coverage upon the expiration
of the federal insurance backstop program.
Most of the mortgage loans specifically require terrorism insurance, but
such insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates, only in
limited amounts, only for specified or commonly insured hazards (in comes cases,
for similar properties in the region where the related mortgaged real property
is located) and/or only with a deductible at a certain threshold. For example,
with respect to one mortgage loan (loan number 4), representing approximately
3.3% of the initial mortgage pool balance and 5.7% of the initial loan group 1
balance, the related terrorism insurance premium cap is $325,000, and with
respect to one mortgage loan (loan number 8), representing approximately 1.5% of
the initial mortgage pool balance and 2.6% of the initial loan group 1 balance,
the related terrorism insurance premium cap is $24,170 subject to annual
consumer price index adjustment.
With respect to twelve (12) mortgage loans (loan numbers 102, 165, 198,
199, 203, 209, 212, 213, 214, 215, 217 and 218), representing approximately 0.7%
of the initial mortgage pool balance, approximately 0.2% of the initial loan
group 1 balance and approximately 1.5% of the initial loan group 2 balance, the
borrower does not currently maintain insurance against terrorist acts. With
respect to one (1) mortgage loan (loan number 2) representing approximately
10.3% of the initial mortgage pool balance and approximately 24.2% of the
initial loan group 2 balance, the borrower is not required to maintain insurance
against terrorist acts.
Additionally, there can be no assurance that mortgaged real properties
currently covered by terrorism insurance will continue to be so covered or that
the coverage is, or will remain, adequate. See "Description of the MortgagePool--Additional Loan and Property Information--Hazard, Liability and OtherInsurance" in this prospectus supplement.
IN THE EVENT THAT ANY MORTGAGED REAL PROPERTY SECURING A MORTGAGE LOAN
SUSTAINS DAMAGE AS A RESULT OF AN UNINSURED ACT OR IF THE INSURANCE POLICIES
WITH RESPECT TO THAT MORTGAGED REAL PROPERTY DO NOT ADEQUATELY COVER THE DAMAGE
SUSTAINED, SUCH DAMAGED MORTGAGED REAL PROPERTY MAY NOT GENERATE ADEQUATE CASH
FLOW TO PAY, AND/OR PROVIDE ADEQUATE COLLATERAL TO SATISFY, ALL AMOUNTS OWING
UNDER SUCH MORTGAGE LOAN,
S-78
P-->

WHICH COULD RESULT IN A DEFAULT ON THAT MORTGAGE LOAN AND, POTENTIALLY, LOSSES
ON SOME CLASSES OF THE CERTIFICATES.
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS (MERS)
The mortgages or assignments of mortgages for some of the mortgage loans
have been or may be recorded in the name of MERS, solely as nominee for the
related mortgage loan seller and its successor and assigns. Subsequent
assignments of those mortgages are registered electronically through the MERS
system. The recording of mortgages in the name of MERS is a new practice in the
commercial mortgage lending industry. Public recording officers and others have
limited, if any, experience with lenders seeking to foreclose mortgages,
assignments of which are registered with MERS. Accordingly, delays and
additional costs in commencing, prosecuting and completing foreclosure
proceedings and conducting foreclosure sales of the mortgaged real properties
could result. Those delays and the additional costs could in turn delay the
distribution of liquidation proceeds to certificateholders and increase the
amount of losses on the mortgage loans.
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT
From time to time we use capitalized terms in this prospectus supplement.
Frequently used capitalized terms will have the respective meanings assigned to
them in the glossary attached to this prospectus supplement.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying base prospectus includes
the words "expects,""intends,""anticipates,""estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties which could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in consumer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
We discuss some of these risks and uncertainties under "Risk Factors" in this
prospectus supplement and the accompanying base prospectus. The forward-looking
statements made in this prospectus supplement are accurate as of the date stated
on the cover of this prospectus supplement. We have no obligation to update or
revise any forward-looking statement.
DESCRIPTION OF THE MORTGAGE POOLGENERAL
We intend to include the 218 mortgage loans identified on Annex A-1 to
this prospectus supplement in the trust. The mortgage pool consisting of those
loans will have an initial mortgage pool balance of $2,435,364,704. However, the
actual initial mortgage pool balance may be as much as 5.0% smaller or larger
than such amount if any of those mortgage loans are removed from the mortgage
pool or any other mortgage loans are added to the mortgage pool. See "--Changesin Mortgage Pool Characteristics" below. The mortgage loan identified on Annex
A-1 to this prospectus supplement as Farallon Portfolio consists of an A-note
mortgage loan and a B-note mortgage loan. See "--The Farallon Portfolio LoanCombination" below. In addition, the mortgage loan identified on Annex A-1 to
this prospectus supplement as Georgia-Alabama Retail Portfolio consists of an
A-note mortgage loan and a B-note mortgage loan. See "--The Georgia-AlabamaRetail Portfolio Loan Combination" below.
For purposes of making distributions with respect to the class A-1, A-2,
A-2FL, A-SB, A-3, A-3FL and A-1A certificates, as described under "Descriptionof the Offered Certificates," the pool of mortgage loans will be deemed to
consist of two loan groups, loan group 1 and loan group 2. Loan group 1 will
consist of 162 mortgage loans, representing approximately 57.6% of the initial
mortgage pool balance that are secured by the various property types that
constitute collateral for those mortgage loans. Loan group 2 will consist of 56
mortgage loans, representing approximately 42.4% of the initial mortgage pool
balance, that are secured by multifamily and
S-79
P-->

manufactured housing community properties. Annex A-1 to this prospectus
supplement indicates the loan group designation for each mortgage loan.
The initial mortgage pool balance will equal the total cut-off date
principal balance of the mortgage loans included in the trust. The initial loan
group 1 balance and the initial loan group 2 balance will equal the cut-off date
principal balance of the mortgage loans in loan group 1 and loan group 2,
respectively. The cut-off date principal balance of any mortgage loan is equal
to its unpaid principal balance as of the cut-off date, after application of all
monthly debt service payments due with respect to the mortgage loan on or before
that date, whether or not those payments were received. The cut-off date
principal balance of each mortgage loan is shown on Annex A-1 to this prospectus
supplement. The cut-off date principal balances of all the mortgage loans in the
trust range from $494,011 to $335,000,000 and the average of those cut-off date
principal balances is $11,171,398; the cut-off date principal balances of the
mortgage loans in loan group 1 range from $898,482 to $99,900,000, and the
average of those cut-off date principal balances is $8,651,812; and the cut-off
date principal balances of the mortgage loans in loan group 2 range from
$494,011 to $335,000,000, and the average of those cut-off date principal
balances is $18,460,200.
When we refer to mortgage loans in this prospectus supplement, we are
referring to the mortgage loans that we intend to include in the trust and do
not, unless the context otherwise indicates, include the non-trust loans, which
will not be included in the trust.
Each of the mortgage loans is an obligation of the related borrower to
repay a specified sum with interest. Each of those mortgage loans is evidenced
by a promissory note and secured by a mortgage, deed of trust or other similar
security instrument that creates a mortgage lien on the fee and/or leasehold
interest of the related borrower or another party in one or more commercial,
multifamily and manufactured housing community mortgaged real properties. That
mortgage lien will be a first priority lien, subject only to Permitted
Encumbrances.
You should consider each of the mortgage loans to be a nonrecourse
obligation of the related borrower. You should anticipate that, in the event of
a payment default by the related borrower, recourse will be limited to the
corresponding mortgaged real property or properties for satisfaction of that
borrower's obligations. In those cases where recourse to a borrower or guarantor
is permitted under the related loan documents, we have not undertaken an
evaluation of the financial condition of any of these persons. None of the
mortgage loans will be insured or guaranteed by any governmental entity or by
any other person.
We provide in this prospectus supplement a variety of information
regarding the mortgage loans. When reviewing this information, please note
that--
o all numerical information provided with respect to the mortgage
loans is provided on an approximate basis;
o all cut-off date principal balances assume the timely receipt of the
scheduled payments for each mortgage loan and that no prepayments
occur prior to the cut-off date;
o all weighted average information provided with respect to the
mortgage loans reflects a weighting of the subject mortgage loans
based on their respective cut-off date principal balances; the
initial mortgage pool balance will equal the total cut-off date
principal balance of the entire mortgage pool, and the initial loan
group 1 balance and the initial loan group 2 balance will each equal
the total cut-off date principal balance of the mortgage loans in
the subject loan group; we show the cut-off date principal balance
for each of the mortgage loans on Annex A-1 to this prospectus
supplement;
o if any mortgage loan does not have a fixed interest rate for the
related loan term, then the interest rate used to calculate the
weighted average mortgage interest rate is the initial interest rate
for such loan as shown in this prospectus supplement;
o when information with respect to the mortgage loans is expressed as
a percentage of the initial mortgage pool balance, the percentages
are based upon the cut-off date principal balances of the subject
mortgage loans;
S-80
P-->

o when information with respect to the mortgaged real properties is
expressed as a percentage of the initial mortgage pool balance, the
percentages are based upon the cut-off date principal balances of
the related mortgage loans;
o if any mortgage loan is secured by multiple mortgaged real
properties, the related cut-off date principal balance has been
allocated among the individual properties based on any of (i) an
individual property's appraised value as a percentage of the total
appraised value of all the related mortgaged real properties,
including the subject individual property, securing that mortgage
loan, (ii) an individual property's underwritten net operating
income as a percentage of the total underwritten net operating
income of all the related mortgaged real properties, including the
subject individual property, securing that mortgage loan and (iii)
an allocated loan balance specified in the related loan documents;
o unless specifically indicated otherwise, statistical information
presented in this prospectus supplement with respect to any mortgage
loan that is part of a Loan Combination includes the related A note
non-trust loan and excludes the related B note non-trust loan;
provided, that with respect to the Farallon Portfolio Trust Mortgage
Loan and the Georgia-Alabama Retail Portfolio Trust Mortgage Loan,
statistical information presented includes the related A note
non-trust loan(s) and the related B-note non-trust loan(s);
o statistical information regarding the mortgage loans may change
prior to the date of initial issuance of the offered certificates
due to changes in the composition of the mortgage pool prior to that
date, which may result in the initial mortgage pool balance being as
much as 5% larger or smaller than indicated;
o the sum of numbers presented in any column within a table may not
equal the indicated total due to rounding; and
o when a mortgage loan is identified by loan number, we are referring
to the loan number indicated for that mortgage loan on Annex A-1 to
this prospectus supplement.
SOURCE OF THE MORTGAGE LOANS
The mortgage loans that will constitute the primary assets of the trust
fund will be acquired on the date of initial issuance of the certificates by us
from the mortgage loan sellers, who acquired or originated the mortgage loans.
Countrywide Commercial Real Estate Finance, Inc. originated or acquired
165 of the mortgage loans to be included in the trust fund, representing
approximately 46.7% of the initial mortgage pool balance (comprised of 117
mortgage loans in loan group 1, representing approximately 56.3% of the initial
loan group 1 balance, and 48 mortgage loans in loan group 2, representing
approximately 33.7% of the initial loan group 2 balance).
Merrill Lynch Mortgage Lending, Inc. originated or acquired 21 of the
mortgage loans to be included in the trust fund, representing approximately
35.9% of the initial mortgage pool balance (comprised of 18 mortgage loans in
loan group 1, representing approximately 19.0% of the initial loan group 1
balance, and 3 mortgage loans in loan group 2, representing approximately 58.8%
of the initial loan group 2 balance).
KeyBank National Association originated or acquired 32 of the mortgage
loans to be included in the trust fund, representing approximately 17.4% of the
initial mortgage pool balance (comprised of 27 mortgage loans in loan group 1,
representing approximately 24.7% of the initial loan group 1 balance, and 5
mortgage loans in loan group 2, representing approximately 7.5% of the initial
loan group 2 balance).
CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE
LOANS, MULTI-BORROWER ARRANGEMENTS AND MORTGAGE LOANS WITH AFFILIATED BORROWERS
The mortgage pool will include thirteen (13) mortgage loans, representing
approximately 36.6% of the initial mortgage pool balance (eight (8) mortgage
loans in loan group 1, representing approximately 18.9% of the
S-81
P-->

initial loan group 1 balance and five (5) mortgage loans in loan group 2,
representing approximately 60.7% of the initial loan group 2 balance), that may
involve multiple borrowers (or in some cases, single borrowers owning multiple
properties) and are, in each case, individually or through
cross-collateralization with other mortgage loans or multiple parcels within a
single mortgaged real property, secured by two or more real properties or
parcels and, in the case of cross-collateralized mortgage loans, are
cross-defaulted with the mortgage loans with which they are
cross-collateralized. These mortgage loans are identified in the tables
contained in Annex A-1. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans.
Ten (10) of the mortgage loans referred to in the prior paragraph entitle
the related borrower(s) to obtain a release of one or more of the corresponding
mortgaged real properties or multiple parcels within a single mortgaged real
property and/or a termination of any applicable cross-collateralization and
cross-default provisions, subject, in each case, to the fulfillment of one or
more of the following conditions--
o the pay down or defeasance of the mortgage loan(s) in an amount
equal to a specified percentage, which is usually 110% to 125% (but
could be as low as 100% in certain cases), of the portion of the
total loan amount allocated to the property or properties to be
released;
o the satisfaction of certain criteria set forth in the related loan
documents;
o the satisfaction of certain leasing goals or other performance
tests;
o the satisfaction of debt service coverage and/or loan-to-value tests
for the property or properties that will remain as collateral;
and/or
o receipt by the lender of confirmation from each applicable rating
agency that the action will not result in a qualification, downgrade
or withdrawal of any of the then-current ratings of the offered
certificates.
For additional information relating to mortgaged real properties that
secure an individual multi-property mortgage loan or a group of
cross-collateralized mortgage loans, see Annex A-1 to this prospectus
supplement.
The table below shows each group of mortgaged real properties that:
o are owned by the same or affiliated borrowers; and
o secure in total two or more mortgage loans that are not
cross-collateralized and that represent in the aggregate over 1.0%
of the initial mortgage pool balance.
NUMBER OF STATES
WHERE THE AGGREGATE CUT-OFF % OF INITIAL
PROPERTIES ARE DATE PRINCIPAL MORTGAGE POOL
GROUP PROPERTY NAMES LOCATED(1) BALANCE BALANCE
----- -------------------------------- ---------------- ----------------- -------------
2 Evergreen Pointe Apartments 1 $ 8,000,000 0.3%
2 Park at Lakeside Apartments $ 23,500,000 1.0%
2 Eagles Landing Apartments $ 11,000,000 0.5%
------------- -------------
TOTAL $ 42,500,000 1.7%
============= =============
1 Hilltop Plaza 2 $ 24,600,000 1.0%
1 Edgewater in Denver $ 17,600,000 0.7%
------------- -------------
TOTAL $ 42,200,000 1.7%
============= =============
1 Celebration at Six Forks 1 $ 13,370,000 0.5%
1 Raleigh Eastgate Shopping Center $ 6,000,000 0.2%
1 Alexander Village at Brier Creek $ 13,150,000 0.5%
------------- -------------
TOTAL $ 32,520,000 1.3%
============= =============
1 Corisa Square 2 $ 10,670,000 0.4%
1 Sparks Mercantile $ 19,045,000 0.8%
------------- -------------
TOTAL $ 29,715,000 1.2%
============= =============
1 The Lumberyard Shopping Center 1 $ 21,500,000 0.9%
1 221 North Brand Boulevard $ 4,750,000 0.2%
------------- -------------
TOTAL $ 26,250,000 1.1%
============= =============
1 Southridge Plaza 2 $ 13,800,000 0.6%
1 Mapleridge Shopping Center $ 12,100,000 0.5%
------------- -------------
TOTAL $ 25,900,000 1.1%
============= =============
_____________________
(1) Total represents number of states where properties within the subject group
are located.
S-82
P-->

TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. Thirty-three (33) of the mortgage loans, representing
approximately 27.7% of the initial mortgage pool balance, provide for monthly
debt service payments to be due on the first day of each month. One hundred
eighty-four (184) of the mortgage loans, representing approximately 71.5% of the
initial mortgage pool balance, provide for monthly debt service payments to be
due on the eighth day of each month. One (1) of the mortgage loans, representing
approximately 0.8% of the initial mortgage pool balance, provide for monthly
debt-service payments to be due on the fifth day of each month.
Mortgage Rates; Calculations of Interest. In general, except as specified
in the next sentence and as described below under "--ARD Loans" and
"--Converting Loans," each of the mortgage loans included in the issuing entity
bears interest at a mortgage interest rate that, in the absence of default, is
fixed until maturity. One (1) mortgage loan (loan number 11), provides that the
interest rate will vary throughout the mortgage loan term as follows: a fixed
interest rate of 5.11% from April 30, 2007 through and including May 7, 2010 and
a fixed interest rate of 5.77% from May 8, 2010 through and including the
mortgage loan maturity date. For purposes of aggregating interest rates in the
tables throughout, the 5.11% interest rate was used. With respect to debt
service coverage calculations, 5.77% was used for the interest rate on this
mortgage loan. However, as described below under "--ARD Loans", such mortgage
loans have an anticipated repayment date that will accrue interest after that
date at a rate that is in excess of its mortgage interest rate prior to that
date, but the additional interest will not be payable until the entire principal
balance of the subject mortgage loan has been paid in full.
The mortgage interest rate for each of the mortgage loans is shown on
Annex A-1 to this prospectus supplement. The mortgage interest rates of the
mortgage loans range from 5.1100% per annum to 6.8100% per annum and, as of the
cut-off date, the weighted average of those mortgage interest rates was 5.9865%
per annum. The mortgage interest rates of the mortgage loans in loan group 1
range from 5.2900% to 6.8100% per annum and, as of the cut-off date, the
weighted average of those mortgage interest rates was 5.9747% per annum. The
mortgage interest rates of the mortgage loans in loan group 2 range from 5.1100%
to 6.5226% per annum and, as of the cut-off date, the weighted average of those
mortgage interest rates was 6.0026% per annum.
Except in the case of mortgage loans with anticipated repayment dates,
none of the mortgage loans provides for negative amortization or for the
deferral of interest.
Two hundred eighteen (218) of the mortgage loans, representing
approximately 100% of the initial mortgage pool balance (162 mortgage loans in
loan group 1, representing approximately 100% of the initial loan group 1
balance, and 56 mortgage loans in loan group 2, representing approximately 100%
of the initial loan group 2 balance), will accrue interest on an Actual/360
Basis.
Amortizing Balloon Loans. Seventy-seven (77) of the mortgage loans,
representing approximately 15.7% of the initial mortgage pool balance (fifty-six
(56) mortgage loans in loan group 1, representing approximately 17.9% of the
initial loan group 1 balance, and twenty-one (21) mortgage loans in loan group
2, representing approximately 12.6% of the initial loan group 2 balance), are
characterized by--
o an amortization schedule that is significantly longer than the
actual term of the subject mortgage loan; and
o a substantial payment being due with respect to the subject mortgage
loan on its stated maturity date.
S-83
P-->

These 77 mortgage loans do not include any of the subject mortgage loans
described under "--Partial Interest-Only Balloon Loans" above and
"--Interest-Only Balloon and ARD Loans" below.
Partial Interest-Only Balloon Loans or ARD Loans. Ninety (90) of the
mortgage loans, representing approximately 48.3% of the initial mortgage pool
balance (seventy-three (73) mortgage loans in loan group 1, representing
approximately 47.2% of the initial loan group 1 balance, and seventeen (17)
mortgage loans in loan group 2, representing approximately 49.7% of the initial
loan group 2 balance), provide for the payment of interest only to be due on
each due date until the expiration of a designated interest-only period, and the
amortization of principal commencing on the due date following the expiration of
such interest-only period on the basis of an amortization schedule that is
significantly longer than the remaining term to stated maturity, with a
substantial payment of principal to be due on the maturity date.
Interest-Only Balloon Loans. Thirty-nine (39) of the mortgage loans,
representing approximately 31.2% of the initial mortgage pool balance
(twenty-four (24) mortgage loans in loan group 1, representing approximately
26.6% of the initial loan group 1 balance, and fifteen (15) mortgage loans in
loan group 2, representing approximately 37.3% of the initial loan group 2
balance) require the payment of interest only until the related maturity date
and provide for the repayment of the entire principal balance on the related
maturity date.
Fully Amortizing Loans. Seven (7) of the mortgage loans, representing
approximately 0.7% of the initial mortgage pool balance (four (4) mortgage loans
in loan group 1, representing approximately 1.0% of the initial loan group 1
balance, and three (3) mortgage loans in loan group 2, representing
approximately 0.3% of the initial loan group 2 balance), is characterized by--
o constant monthly debt service payments throughout the substantial
term of the mortgage loan; and
o amortization schedules that are approximately equal to the actual
terms of the mortgage loan.
This fully amortizing loan has neither--
o an anticipated repayment date; nor
o the associated repayment incentives.
ARD Loans. Five (5) of the mortgage loans, representing approximately 4.2%
of the initial mortgage pool balance and approximately 7.2% of the initial loan
group 1 balance, are characterized by the following features:
o a maturity date that is more than 10 years following origination;
o the designation of an anticipated repayment date that is generally 5
to 10 years following origination; the anticipated repayment date
for such mortgage loans are listed on Annex A-1 to this prospectus
supplement;
o the ability of the related borrower to prepay the mortgage loan,
without restriction, including without any obligation to pay a
prepayment premium or a yield maintenance charge, at any time on or
after a date that is generally one to six months prior to the
related anticipated repayment date;
o until its anticipated repayment date, the calculation of interest at
its initial mortgage interest rate;
o from and after its anticipated repayment date, the accrual of
interest at a revised annual rate that will be in excess of its
initial mortgage interest rate;
o the deferral of any additional interest accrued with respect to such
mortgage loan from and after the related anticipated repayment date
at the difference between its revised mortgage interest rate and its
initial mortgage interest rate. This post-anticipated repayment date
additional interest may, in some cases, compound at the new revised
mortgage interest rate. Any post-anticipated repayment date
additional interest accrued with respect to such mortgage loan
following its
S-84
P-->

anticipated repayment date will not be payable until the entire
principal balance of the mortgage loan has been paid in full; and
o from and after its anticipated repayment date, the accelerated
amortization of such mortgage loan out of any and all monthly cash
flow from the corresponding mortgaged real property which remains
after payment of the applicable monthly debt service payments,
permitted operating expenses, capital expenditures and/or funding of
any required reserves. These accelerated amortization payments and
the post-anticipated repayment date additional interest are
considered separate from the monthly debt service payments due with
respect to the mortgage loan.
As discussed under "Ratings" in this prospectus supplement, the ratings on
the respective classes of offered certificates do not represent any assessment
of whether the mortgage loan having an anticipated repayment date will be paid
in full by its anticipated repayment date or whether and to what extent
post-anticipated repayment date additional interest will be received.
In the case of the ARD Loans, the related borrower has agreed to enter
into a cash management agreement prior to the related anticipated repayment date
if it has not already done so. The related borrower or the manager of the
corresponding mortgaged real property will be required under the terms of that
cash management agreement to deposit or cause the deposit of all revenue from
that property received after the related anticipated repayment date into a
designated account controlled by the lender under such mortgage loan.
Any amount received in respect of additional interest payable on the ARD
Loans will be distributed to the holders of the class Z certificates. Generally,
additional interest will not be included in the calculation of the mortgage
interest rate for a mortgage loan, and will only be paid after the outstanding
principal balance of the mortgage loan together with all interest thereon at the
mortgage interest rate has been paid. With respect to such mortgage loans, no
prepayment premiums or yield maintenance charges will be due in connection with
any principal prepayment after the anticipated repayment date.
Converting Loans. Four (4) of the mortgage loans, representing
approximately 0.2% of the initial mortgage pool balance, approximately 0.1% of
the initial loan group 1 balance and approximately 0.3% of the initial loan
group 2 balance are fully amortizing loans, which have a fixed interest rate for
the first 10 years of the related mortgage loan term, followed by an adjustable
interest rate period. The loan documents provide that until the first adjustment
period, the interest rate must be at least as high as the related fixed interest
rate specified in this prospectus supplement but thereafter, the interest rate
may adjust to a rate that is lower than the initial fixed interest rate, without
any floor.
Any additional interest (accruing at a rate in excess of the initial fixed
interest rate) payable and received on the Converting Loan will be distributed
to the holders of the class Y certificates. Generally, additional interest will
not be included in the calculation of the mortgage interest rate for a mortgage
loan, and will only be paid after the outstanding principal balance of the
mortgage loan together with all interest thereon at the mortgage interest rate
has been paid. No prepayment premiums or yield maintenance charges will be due
in connection with any principal prepayment after the related open prepayment
period.
Recasting of Amortization Schedules. Some of the mortgage loans will, in
each case, provide for a recast of the amortization schedule and an adjustment
of the monthly debt service payments on the mortgage loan upon application of
specified amounts of condemnation proceeds or insurance proceeds, or in certain
cases, upon a partial prepayment, to pay the related unpaid principal balance.
Prepayment Provisions.
Prepayment Lock-out, Defeasance, Prepayment Consideration and Open
Periods. All of the mortgage loans provide for one or more of the following:
o a prepayment lock-out period, during which the principal balance of
a mortgage loan may not be voluntarily prepaid in whole or in part;
S-85
P-->

o "YM1%" a prepayment consideration period during which the mortgage
loan is prepayable together with payment of the greater of (i) a
yield maintenance charge and (ii) at least 1% of the prepaid amount;
o "YM3%" a prepayment consideration period during which the mortgage
loan is prepayable together with payment of the greater of (i) a
yield maintenance charge and (ii) at least 3% of the prepaid amount;
o "YM5%" a prepayment consideration period during which the mortgage
loan is prepayable together with payment of the greater of (i) a
yield maintenance charge and (ii) at least 5% of the prepaid amount;
o "Def or YM" means a period during which the borrower either (i) has
the option to defease the mortgage loan or prepay the mortgage loan
together with payment of a yield maintenance charge or (ii) is
required to defease if the cost to defease the mortgage loan is less
than the cost to prepay the mortgage loan with a yield maintenance
charge;
o "Dec%" means a prepayment consideration period during which the
mortgage loan is prepayable together with payment of a percentage of
the prepaid amount that declines over time; and
o "O" means an open period.
Set forth below is information regarding the remaining terms of the
prepayment lock-out and prepayment lock-out/ defeasance periods, as applicable,
for the 193 mortgage loans for which a prepayment lock-out period is currently
in effect:
o the maximum remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 119 months with
respect to the entire mortgage pool, 119 months with respect to loan
group 1 and 117 months with respect to loan group 2;
o the minimum remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 21 months with
respect to the entire mortgage pool, 21 months with respect to loan
group 1 and 22 months with respect to loan group 2; and
o the weighted average remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 92 months with
respect to the entire mortgage pool, 93 months with respect to loan
group 1 and 92 months with respect to loan group 2.
The aggregate characteristics of the prepayment provisions of the mortgage
loans will vary over time as:
o lock-out periods expire and mortgage loans enter periods during
which prepayment consideration may be required in connection with
principal prepayments and, thereafter, enter open prepayment
periods; and
o mortgage loans are prepaid, repurchased, replaced or liquidated
following a default or as a result of a delinquency.
Prepayment premiums and yield maintenance charges received on the mortgage
loans, whether in connection with voluntary or involuntary prepayments, will be
allocated and paid to the certificateholders in the amounts and in accordance
with the priorities described under "Description of the OfferedCertificates--Payments--Payments of Prepayment Premiums and Yield MaintenanceCharges" in this prospectus supplement. However, limitations may exist under
applicable state law on the enforceability of the provisions of the mortgage
loans that require payment of prepayment premiums or yield maintenance charges.
In addition, in the event of a liquidation of a defaulted mortgage loan,
prepayment consideration will be one of the last items to which the related
liquidation proceeds will be applied. As a result, proceeds received in
connection with the liquidation of any defaulted mortgage loan in the trust fund
may be insufficient to pay any prepayment premium or yield maintenance charge
due in connection with such involuntary prepayment. Neither we nor the
underwriters make, and none of the
S-87
P-->

mortgage loan sellers has made, any representation or warranty as to the
collectability of any prepayment premium or yield maintenance charge with
respect to any of the mortgage loans or with respect to the enforceability of
any provision in a mortgage loan that requires the payment of a prepayment
premium or yield maintenance charge. See "Risk Factors--Yield Maintenance
Charges or Defeasance Provisions May Not Fully Protect Against Prepayment Risk"
in this prospectus supplement, "Risk Factors--Some Provisions in the MortgageLoans Underlying Your Offered Certificates May Be Challenged As BeingUnenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects ofMortgage Loans--Penalty Interest and Limitations on Prepayments" in the
accompanying base prospectus.
Other Prepayment Provisions; Mortgage Loans Which May Require Principal
Paydowns. Generally, the mortgage loans provide that condemnation proceeds and
insurance proceeds may be applied to reduce the mortgage loan's principal
balance, to the extent such funds will not be used to repair the improvements on
the mortgaged real property or given to the related borrower, in many or all
cases without prepayment consideration. In addition, some of the mortgage loans
may also in certain cases permit, in connection with the lender's application of
insurance or condemnation proceeds to a partial prepayment of the related
mortgage loan, the related borrower to prepay the entire remaining principal
balance of the mortgage loan, in many or all cases without prepayment
consideration.
Investors should not expect any prepayment consideration to be paid in
connection with any mandatory partial prepayment described in the prior
paragraph.
Additionally, the exercise of a purchase option by a tenant or other
person or entity with respect to all or a portion of a mortgaged real property
may result in the related mortgage loan being prepaid during a period when
voluntary prepayments are otherwise prohibited.
Certain of the mortgage loans are secured by letters of credit or cash
reserves that in each such case:
o will be released to the related borrower upon satisfaction by the
related borrower of certain performance related conditions, which
may include, in some cases, meeting debt service coverage ratio
levels and/or satisfying leasing conditions; and
o if not so released, will (or, in some cases, at the discretion of
the lender, may) prior to loan maturity (or earlier loan default or
loan acceleration), be drawn on and/or applied to prepay the subject
mortgage loan if such performance related conditions are not
satisfied within specified time periods.
Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
contain both a due-on-sale clause and a due-on-encumbrance clause. In general,
except for the permitted transfers discussed in the next paragraph, these
clauses either--
o permit the holder of the related mortgage to accelerate the maturity
of the mortgage loan if the borrower sells or otherwise transfers or
encumbers the corresponding mortgaged real property without the
consent of the holder of the mortgage; or
o prohibit the borrower from transferring or encumbering the
corresponding mortgaged real property without the consent of the
holder of the mortgage.
See, however, "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage
Loans May Affect the Amount and Timing of Payments on Your Offered Certificates;
and the Rate and Timing of Those Delinquencies and Defaults, and the Severity of
Those Losses, are Highly Unpredictable,""--Some Provisions in the MortgageLoans Underlying Your Offered Certificates May Be Challenged as BeingUnenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal Aspects ofMortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in the
accompanying base prospectus.
S-88
P-->

Many of the mortgage loans permit one or more of the following types of
transfers:
o transfers of the corresponding mortgaged real property if specified
conditions are satisfied, which conditions normally include one or
both of the following--
1. confirmation by each applicable rating agency that the
transfer will not result in a qualification, downgrade or
withdrawal of any of its then-current ratings of the
certificates; or
2. the reasonable acceptability of the transferee to the lender;
o a transfer of the corresponding mortgaged real property to a person
that is affiliated with or otherwise related to the borrower or the
sponsor;
o transfers by the borrower of the corresponding mortgaged real
property to specified entities or types of entities or entities
satisfying the minimum criteria relating to creditworthiness and/or
standards specified in the related loan documents;
o transfers of ownership interests in the related borrower to
specified entities or types of entities or entities satisfying the
minimum criteria relating to creditworthiness and/or other standards
specified in the related loan documents;
o a transfer of non-controlling ownership interests in the related
borrower;
o a transfer of a controlling ownership interest in the related
borrower, subject to (i) receipt of written confirmation from the
rating agencies that the proposed transfer would not result in a
qualification, downgrade or withdrawal of any of the then current
ratings of the offered certificates, (ii) lender consent or (iii)
there being no change in the management of the mortgaged real
property;
o involuntary transfers caused by the death of any owner, general
partner or manager of the borrower;
o issuance by the related borrower of new partnership or membership
interests, so long as there is no change in control of the related
borrower;
o a transfer of ownership interests for estate planning purposes;
o changes in ownership between existing partners and members of the
related borrower;
o a required or permitted restructuring of a tenant-in-common group of
borrowers into a single purpose successor borrower;
o transfers of shares in a publicly held corporation or in connection
with the initial public offering of a private company;
o with respect to tenant-in-common borrowers, transfers among and/or
to additional tenant-in-common borrowers; or
o other transfers similar in nature to the foregoing.
Defeasance Loans. One hundred fifty-two (152) of the mortgage loans,
representing approximately 82.1% of the initial mortgage pool balance (one
hundred nineteen (119) mortgage loans in loan group 1, representing
approximately 74.2% of the initial loan group 1 balance, and thirty-three (33)
mortgage loans in loan group 2, representing approximately 92.7% of the initial
loan group 2 balance), permit the borrower to defease the related mortgage loan,
in whole or in part, by delivering U.S. government securities or other
non-callable government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 and that satisfy applicable
S-89
P-->

U.S. Treasury regulations regarding defeasance, as substitute collateral during
a period in which voluntary prepayments are prohibited. See "--PrepaymentProvisions" in this prospectus supplement. Two (2) of these mortgage loans,
representing 10.7% of the initial mortgage pool balance, 0.8% of the initial
loan group 1 balance and 24.2% of the initial loan group 2 balance permit
voluntary prepayments with the payment of prepayment consideration prior to the
beginning of the defeasance period.
Each of these mortgage loans permits the related borrower, during the
applicable specified periods and subject to the applicable specified conditions,
to pledge to the holder of the mortgage loan the requisite amount of government
securities and obtain a full or partial release of the mortgaged real property.
In general, the government securities that are to be delivered in connection
with the defeasance of any mortgage loan, must provide for a series of payments
that--
o will be made prior, but as closely as possible, to all successive
due dates through and including the first day of the "open period"
(the date on which that prepayment is permitted without the payment
of any prepayment premium or yield maintenance charge), the maturity
date or, if applicable, the related anticipated repayment date; and
o will, in the case of each due date, be in a total amount equal to or
greater than the monthly debt service payment scheduled to be due on
that date, together with, in the case of the last due date, any
remaining defeased principal balance, with any excess to be returned
to the related borrower.
For purposes of determining the defeasance collateral for each of these
mortgage loans that has an anticipated repayment date, that mortgage loan will
be treated as if a balloon payment is due on its anticipated repayment date.
If fewer than all of the real properties securing any particular mortgage
loan or group of cross-collateralized mortgage loans are to be released in
connection with any defeasance, the requisite defeasance collateral will be
calculated based on any one or more of: (i) the allocated loan amount for the
property to be released, (ii) the portion of the monthly debt service payments
attributable to the property to be released, (iii) an estimated or otherwise
determined sales price of the property to be released or (iv) the achievement or
maintenance of a specified debt service coverage ratio with respect to the real
properties that are not being released. Twelve (12) mortgage loans, representing
approximately 32.6% of the initial mortgage pool balance (eight (8) mortgage
loans in loan group 1, representing approximately 12.6% of the initial loan
group 1 balance, and four (4) mortgage loan in loan group 2, representing
approximately 59.6% of the initial loan group 2 balance), permit the partial
release of collateral in connection with partial defeasance.
In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust a
first priority security interest in the defeasance collateral, together with an
opinion of counsel confirming the first priority status of the security
interest.
None of the mortgage loans may be defeased prior to the second anniversary
of the date of initial issuance of the certificates.
See "Risk Factors--Risks Related to the Offered Certificates--Yield
Maintenance Charges or Defeasance Provisions May Not Fully Protect Against
Prepayment Risk" in this prospectus supplement.
Collateral Substitution and Partial Releases (Other Than In Connection With
Defeasance)
In addition to the release of a mortgaged real property in connection with
full or partial defeasance, certain of the loan documents provide for (i) the
substitution of an individual mortgaged real property for another property, (ii)
the partial release of a portion of the mortgaged real property upon a partial
prepayment in certain cases, with yield maintenance or other prepayment
consideration or (iii) the free release of a portion of the mortgaged real
property, which portion is undeveloped, non-income producing or an out-parcel,
and/or which portion was not material in the underwriting of the mortgage loan
(even if it was included in the appraised value of the mortgaged real property).
In addition, certain loan documents permit the addition of property.
S-90
P-->

In the case of one (1) mortgage loan (loan number 2), secured by the
mortgaged real properties identified on Annex A-1 to this prospectus supplement
as Farallon Portfolio, representing approximately 10.3% of the initial mortgage
pool balance and approximately 24.2% of the initial loan group 2 balance, the
related borrowers may from time to time substitute individual mortgaged real
properties with other real properties subject to the satisfaction of certain
conditions, including:
o the market value of the substitute property is equal to or exceeds
the greater of (i) the initial appraised value of the release
property and (ii) the then-current market value of the release
property (which may be based on the initial appraisal during the
first two years and thereafter an appraisal dated no more than 90
days prior to the substitution);
o after giving effect to the substitution, the aggregate debt service
coverage ratio equals or exceeds the greater of (i) 1.23x and (ii)
the lesser of (A) the debt service coverage ratio immediately prior
to the substitution and (B) 1.43x; and
o the borrower may only substitute replacement properties for any
related mortgaged property (or properties) the aggregate initial
loan amount(s) allocated to each individual mortgaged property of
which individually, or in the aggregate, do not exceed twenty
percent (20%) of the principal amount of the loan on the closing
date.
In the case of one (1) mortgage loan (loan number 5), secured by the
mortgaged real properties identified on Annex A-1 to this prospectus supplement
as U-Haul Portfolio, representing approximately 3.1% of the initial mortgage
pool balance and approximately 5.3% of the initial loan group 1 balance, the
related borrower may substitute individual mortgaged real properties with other
real properties subject to the satisfaction of certain conditions, including:
o the related borrower may obtain a release of the lien of certain
individual U-Haul Portfolio properties up to one (1) time during the
term of the loan by substituting therefor another property of like
use, kind and quality acquired by the related borrower or its
affiliate;
o any such released properties in the aggregate during the term of the
loan, comprise no greater than thirty percent (30%) of the original
principal balance of the loan;
o the pro-forma aggregate debt service coverage ratio for the U-Haul
Portfolio loan immediately after such property substitution shall be
greater than the greater of (a) the aggregate debt service coverage
ratio immediately prior to such property substitution and (b) 1.35x;
o the debt service coverage ratio for the 12 months immediately prior
to the substitution with respect to the substitute property shall be
equal or greater than the debt service coverage ratio for the 12
calendar months immediately preceding the closing date with respect
to the release property; and
o lender shall have received a current appraisal of the substitute
property prepared within one hundred eighty (180) days prior to the
release and substitution (a) showing an appraised value equal to or
greater than the appraised value of the substitution release
property as of the closing date, and (b) which supports an aggregate
loan-to-value ratio with respect to the cross-collateralized
properties remaining subject to the lien of the cross-collateralized
mortgages after the substitution not greater than the lesser of (A)
71% and (B) the aggregate loan-to-value ratio with respect to the
cross-collateralized properties remaining subject to the lien of the
cross-collateralized mortgages immediately prior to the date of the
proposed substitution.
S-91
P-->

In the case of one (1) mortgage loan, (loan number 7), secured by the
mortgaged real properties identified on Annex A-1 to this prospectus supplement
as Georgia-Alabama Retail Portfolio, representing approximately 1.6% of the
initial mortgage pool balance and approximately 2.8% of the initial loan group 1
balance, commencing twelve months from the loan origination date the related
borrower may from time to time substitute individual mortgaged real properties
with other real properties subject to the satisfaction of certain conditions,
including:
o the market value of the substitute property is equal to or exceeds
the greater of (i) the initial appraised value of the release
property and (ii) the then-current market value of the release
property;
o after giving effect to the substitution, the debt service coverage
ratio of the mortgage loan is at least equal to the greater of (i)
the debt service coverage ratio as of loan origination and (ii) the
debt service coverage ratio immediately preceding the substitution;
o no individual property may be replaced with more than one qualified
substitute property; and
o no more than an aggregate of seven property substitutions may occur
during the loan term.
In the case of one (1) mortgage loan (loan number 38), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
HCP Tranche II, representing approximately 0.6% of the initial mortgage pool
balance and approximately 1.1% of the initial loan group 1 balance, the related
borrower may from time to time substitute a portion of the related mortgaged
real property with another parcel of real property subject to the satisfaction
of certain conditions, specifically:
o after giving effect to the substitution, the loan-to-value ratio is
no greater than 100%;
o after giving effect to the substitution, the aggregate debt service
coverage ratio is no less than the greater of (i) 1.52x and (ii) the
debt service coverage ratio immediately prior to the substitution;
and
o the aggregate amount of rent payable under leases at all properties
for traditional medical office use is not less than 50% of all rents
payable under all leases at individual properties.
In the case of one (1) mortgage loan (loan number 53), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Mody Portfolio-Arlington, representing approximately 0.5% of the initial
mortgage pool balance and approximately 0.8% of the initial loan group 1
balance, if the prior owner of such property exercises a purchase option during
the defeasance lockout period, the borrower is permitted to obtain a partial
release of such property upon payment of a release price equal to 120% of the
allocated loan amount and a yield maintenance fee.
In addition to the foregoing discussion, some of the mortgage loans that
we intend to include in the trust fund may permit, in some cases, upon the
satisfaction of certain loan-to-value, debt service coverage ratio, leasing and
other conditions, the release of one or more undeveloped or non-income producing
parcels or outparcels that, in each such case do not represent a significant
portion of the appraised value of the related mortgaged real property or were
not taken into account in underwriting the subject mortgage loan.
MORTGAGE POOL CHARACTERISTICSGeneral. A detailed presentation of various characteristics of the
mortgage loans, and of the corresponding mortgaged real properties, on an
individual basis and in tabular format, is shown on Annexes A-1, A-2, B and C to
this prospectus supplement. Some of the terms that appear in those exhibits, as
well as elsewhere in this prospectus supplement, are defined or otherwise
discussed in the glossary to this prospectus supplement. The statistics in the
tables and schedules on Annexes A-1, A-2, B and C to this prospectus supplement
were derived, in many cases, from information and operating statements furnished
by or on behalf of the respective borrowers. The information and the operating
statements were generally unaudited and have not been independently verified by
us or the underwriters.
S-92
P-->

THE LOAN COMBINATIONSGeneral. The mortgage pool will include five (5) mortgage loans that are
each part of a separate Loan Combination. Each of those Loan Combinations
consists of the particular mortgage loan (or, in the case of the Farallon
Portfolio Loan Combination and the Georgia-Alabama Retail Portfolio Loan
Combination, mortgage loans) that we intend to include in the trust and one or
more other mortgage loans that we will not include in the trust. Each mortgage
loan comprising a particular Loan Combination is evidenced by a separate
promissory note or promissory notes. The aggregate debt represented by the
entire Loan Combination, however, is secured by the same mortgage(s) or deed(s)
of trust on the related mortgaged real property or properties. The mortgage
loans that are part of a particular Loan Combination are obligations of the same
borrower and are cross-defaulted. The allocation of payments to the respective
mortgage loans comprising a Loan Combination, whether on a senior/subordinated
or a pari passu basis (or some combination thereof), is effected either through
one or more co-lender agreements or other intercreditor arrangements to which
the respective holders of the subject promissory notes are parties or may be
reflected by virtue of relevant provisions contained in the subject promissory
notes and a common loan agreement. Such co-lender agreements or other
intercreditor arrangements will, in general, govern the respective rights of the
noteholders, including in connection with the servicing of the respective
mortgage loans comprising a Loan Combination.
S-94
P-->

The table below identifies each mortgage loan that is part of a Loan
Combination.
U/W DSCR (NCF) AND CUT-OFF DATE
MORTGAGE LOANS THAT ARE RELATED LOAN-TO-VALUE RATIO OF ENTIRE
PART OF A LOAN COMBINATION NON-TRUST LOANS LOAN COMBINATION
--------------------------------------------------------------- ---------------- ---------------------------------
TRUST MORTGAGE LOAN (AS CUT-OFF DATE % OF INITIAL CUT-OFF DATE
IDENTIFIED ON ANNEX A-1 TO THIS PRINCIPAL MORTGAGE ORIGINAL LOAN-TO-VALUE
PROSPECTUS SUPPLEMENT) BALANCE POOL BALANCE PRINCIPAL BALANCE U/W NCF DSCR RATIO
------------------------------- ------------- ------------ ----------------- ------------ -------------
Farallon Portfolio(1) $250,000,000 10.3% $1,325,500,000(1) 1.50x 79.7%
Executive Hills Portfolio $ 99,900,000 4.1% $ 11,100,000 1.24x 79.3%
Peninsula Beverly Hills $ 79,300,000 3.3% $ 60,700,000 1.40x 63.2%
Georgia-Alabama Retail $ 39,926,997 1.6% $ 40,000,000(2) 1.24x 79.3%
Portfolio
Timbercreek Apartments $ 5,317,000 0.2% $ 331,300 1.08x 84.9%
_________________
(1) The original principal balance of the related non-trust loans for the
Farallon Portfolio consists of $883,775,000 in the aggregate of A-notes
and $441,725,000 in the aggregate of B-notes. The Farallon Portfolio trust
mortgage loan consists of ten (10) promissory notes, five (5) of which are
A-notes in the aggregate original principal amount of $116,225,000 and
five (5) of which are B-notes in the aggregate original principal amount
of $133,775,000. The debt service coverage ratio and the cut-off date
loan-to-value ratio were determined taking into consideration, in the case
of the debt service coverage ratio, the aggregate annualized amount of
debt service that will be payable under the related trust mortgage loans
and the related non-trust mortgage loans (including the related
subordinate B-note non-trust loans) and, in the case of the cut-off date
loan-to-value ratio, the cut-off date principal balance of the related
trust mortgage loans and the related non-trust mortgage loans (including
the related subordinate B-note non-trust loans). The U/W NCF DSCR
calculations include cash flow from the Farallon Rental Housing Portfolio
(as defined in Annex C, "Preliminary Structural and Collateral TermSheet--The Farallon Portfolio"). The U/W NCF DSCR excluding cash flow from
the Farallon Rental Housing Portfolio is 1.27x.
(2) The original principal balance of the related non-trust loans for the
Georgia-Alabama Retail Portfolio consists of a $33,000,000 A-note and a
$7,000,000 B-note.
The Farallon Portfolio Loan CombinationGeneral. The Farallon Portfolio Trust Mortgage Loan, which has a cut-off
date principal balance of $250,000,000, representing approximately 10.3% of the
initial mortgage pool balance and approximately 24.2% of the initial loan group
2 balance, is part of the Loan Combination that we refer to as the Farallon
Portfolio Loan Combination, which consists of (i) the Farallon Portfolio Trust
Mortgage Loan (which is comprised of the Farallon Portfolio A-Note Trust
Mortgage Loans and the Farallon Portfolio B-Note Trust Mortgage Loans) and (ii)
the Farallon Portfolio Non-Trust Mortgage Loan which has an aggregate original
principal balance of $1,325,500,000 and is evidenced by 35 other notes, all as
detailed on Table A below. The 35 other notes will not be included in the
issuing entity. The Farallon Portfolio Non-Trust Mortgage Loans are secured by
the same mortgage instrument encumbering the subject mortgaged real property and
will be serviced under the series 2007-8 pooling and servicing agreement. The
Farallon Portfolio A-Note Trust Mortgage Loans and the Farallon Portfolio A-Note
Non-Trust Mortgage Loans are collectively referred to herein as the "Farallon
Portfolio Senior Loans." The Farallon Portfolio B-Note Trust Mortgage Loans and
the Farallon Portfolio B-Note Non-Trust Mortgage Loans are collectively referred
to herein as the "Farallon Portfolio Junior Loans." The relative rights of the
holders of the notes comprising the Farallon Portfolio Loan Combination are
governed by the Farallon Portfolio Intercreditor Agreement.
S-95
P-->

Priority of Payments. Pursuant to the Farallon Portfolio Intercreditor
Agreement, if no monetary event of default or non-monetary event of default
which caused a Servicing Transfer Event to occur with respect to the Farallon
Portfolio Trust Mortgage Loan has occurred and is continuing, all amounts that
any Farallon Portfolio Borrower tenders or that are otherwise available to pay
the Farallon Portfolio Loan Combination, whether received in the form of a
monthly payment, a balloon payment, liquidation proceeds, proceeds under any
insurance policy or awards or settlements in respect of condemnation proceedings
or similar exercise of the power of eminent domain (other than (x) proceeds,
awards or settlements to be applied to the restoration or repair of the Farallon
Portfolio Mortgaged Property or released to any Farallon Portfolio Borrower in
accordance with the Servicing Standard or the Farallon Portfolio loan documents,
and (y) all amounts for required reserves or escrows required by the Farallon
Portfolio loan documents to be held as reserves or escrows) shall be distributed
generally in the following manner, to the extent of available funds:
o first, to the servicers and trustee under the series 2007-8 pooling
and servicing agreement, as applicable, all amounts then due and
payable to such parties pursuant to and in accordance with the
2007-8 pooling and servicing agreement with respect to the Farallon
Portfolio Loan Combination;
o second, to each holder of a Farallon Portfolio Senior Loan on a pari
passu and pro rata basis (in proportion to the respective amounts of
interest (excluding default interest) then due and payable on each
related note during the related interest accrual period for such
note) in an amount equal to the accrued and unpaid interest
(excluding default interest) during the related interest accrual
period for the related note on the applicable Farallon Portfolio
Senior Loan outstanding principal balances at (x) with respect to
the Farallon Portfolio Trust Mortgage Loan, the applicable interest
rate for such loan minus the master servicing fee rate and trustee
fee rate, and (y) with respect to each Farallon Portfolio A-Note
Non-Trust Mortgage Loan, the applicable interest rate for the
related note minus the master servicing fee rate;
o third, to each holder of a Farallon Portfolio Senior Loan, an amount
equal to the applicable amount of note-specific principal payments
paid by the Farallon Portfolio Borrower or other obligated entity
with respect to each related note (such amount with respect to each
such note, a "Note A Principal Entitlement", and such amounts with
respect to such notes, collectively, the "Aggregate Note A Principal
Entitlement"), to be applied in reduction of the principal balance
of each such note, provided that if the amount distributable
pursuant to this clause is less than the Aggregate Note A Principal
Entitlement, then any such shortfall shall be borne by each such
note holder on a pari passu and pro rata basis (calculated based on
each such note's respective Note A Principal Entitlement relative to
the Aggregate Note A Principal Entitlement);
o fourth, to each holder of a Farallon Portfolio Senior Loan, on a
pari passu and pro rata basis, an amount equal to its pro rata
portion of all non-note-specific principal payments received on the
Farallon Portfolio Loan Combination (calculated based on the
respective principal balances of such notes relative to the
outstanding principal balance of the Farallon Portfolio Loan
Combination), to be applied in reduction of the principal balance of
each such note;
o fifth, to each holder of a Farallon Portfolio Junior Loan, on a pari
passu and pro rata basis (in proportion to the respective amounts of
interest (excluding default interest) then due and payable on each
related note during the related interest accrual period for such
note) in an amount equal to the accrued and unpaid interest
(excluding default interest) during the related interest accrual
period for the related note on the applicable Farallon Portfolio
Junior Loan outstanding principal balance at (x) with respect to the
Farallon Portfolio B-Note Trust Mortgage Loan, the applicable
interest rate for such loan minus the master servicing fee rate and
the trustee fee rate; and (y) with respect to each Farallon
Portfolio B-Note Non-Trust Mortgage Loan, the applicable interest
rate for the related note minus the master servicing fee rate;
o sixth, to each holder of a Farallon Portfolio Junior Loan, an amount
equal to the applicable amount of note-specific principal payments
paid by the Farallon Portfolio Borrower or other obligated entity
with respect to each related note (such amount with respect to each
such note, a "Note B
S-96
P-->

Principal Entitlement", and such amounts with respect to such notes,
collectively, the "Aggregate Note B Principal Entitlement"), to be
applied in reduction of the principal balance of each such note,
provided that if the amount distributable pursuant to this clause is
less than the Aggregate Note B Principal Entitlement, then any such
shortfall shall be borne by each such note holder on a pari passu
and pro rata basis (calculated based on each such note's respective
Note B Principal Entitlement relative to the Aggregate Note B
Principal Entitlement);
o seventh, to each holder of a Farallon Portfolio Junior Loan, on a
pari passu and pro rata basis, an amount equal to its pro rata
portion of all non-note-specific principal payments received on the
Farallon Portfolio Loan Combination (calculated based on the
respective principal balances of such notes relative to the
outstanding principal balance of the Farallon Portfolio Loan
Combination), to be applied in reduction the principal balance of
each such note;
o eighth, to each holder of the Farallon Portfolio Senior Loan, an
amount equal to the applicable amount of Prepayment Premium actually
paid by the Farallon Portfolio Borrower or other obligated entity
with respect to each such note (such amount with respect to each
related note, a "Note A Prepayment Premium Entitlement", and such
amounts with respect to such notes, collectively, the "Aggregate
Note A Prepayment Premium Entitlement"), provided that if the amount
distributable pursuant to this clause is less than the Aggregate
Note A Prepayment Premium Entitlement, then any such shortfall shall
be borne by each such note holder on a pari passu and pro rata basis
(calculated based on each such note's respective Note A Prepayment
Premium Entitlement relative to the Aggregate Note A Prepayment
Premium Entitlement), and provided further that such applicable
amount of Prepayment Premium shall be determined (i) if such
Prepayment Premium is in the nature of a fixed percentage of the
amount prepaid, by multiplying such percentage by the portion of the
principal balance of the applicable note being prepaid and (ii) if
the Prepayment Premium is a "yield maintenance" or "spread
maintenance" premium, by separately computing the Prepayment Premium
for such note based on the formula provided in the Farallon
Portfolio loan documents but calculated based on the applicable
interest rate for each such Farallon Portfolio Senior Loan and the
portion of the principal balance of the applicable note being
prepaid;
o ninth, to each holder of a Farallon Portfolio Junior Loan, an amount
equal to the applicable amount of Prepayment Premium actually paid
by the Farallon Portfolio Borrower or other obligated entity with
respect to each related note (such amount with respect to each such
note, a "Note B Prepayment Premium Entitlement", and such amounts
with respect to such notes, collectively, the "Aggregate Note B
Prepayment Premium Entitlement"), provided that if the amount
distributable pursuant to this clause is less than the Aggregate
Note B Prepayment Premium Entitlement, then any such shortfall shall
be borne by each such note holder on a pari passu and pro rata basis
(calculated based on each such note's respective Note B Prepayment
Premium Entitlement relative to the Aggregate Note B Prepayment
Premium Entitlement), and provided further that such applicable
amount of Prepayment Premium shall be determined (i) if such
Prepayment Premium is in the nature of a fixed percentage of the
amount prepaid, by multiplying such percentage by the portion of the
principal balance of the applicable note being prepaid and (ii) if
the Prepayment Premium is a "yield maintenance" or "spread
maintenance" premium, by separately computing the Prepayment Premium
for such note based on the formula provided in the Farallon
Portfolio loan documents but calculated based on the applicable
interest rate for each Farallon Portfolio Junior Loan and the
portion of the principal balance of the applicable note being
prepaid;
o tenth, to each holder of a Farallon Portfolio Senior Loan and each
holder of a Farallon Portfolio Junior Loan, in an amount equal to
any and all other fees (including, without limitation, any late
charges) payable by any Farallon Portfolio Borrower pursuant to the
terms of the Farallon Portfolio loan documents, in accordance with
their respective outstanding principal balances relative to the
outstanding principal balance of the Farallon Portfolio Loan
Combination, to the extent actually paid and not payable pursuant to
the series 2007-8 pooling and servicing agreement (x) to cover
interest on Advances, (y) to offset Additional Trust Fund Expenses
relating in any
S-97
P-->

way to the Farallon Portfolio Loan Combination or (z) to any
servicer or trustee under the pooling and servicing agreement;
o eleventh, to each holder of a Farallon Portfolio Senior Loan and
each holder of a Farallon Portfolio Junior Loan, in an amount equal
to any default interest in excess of the interest paid in accordance
with clauses second or fifth above, in accordance with their
respective outstanding principal balances relative to the
outstanding principal balance of the Farallon Portfolio Loan
Combination, to the extent actually paid and not payable pursuant to
the series 2007-8 pooling and servicing agreement (x) to cover
interest on Advances, (y) to offset Additional Trust Fund Expenses
relating in any way to the Farallon Portfolio Loan Combination or
(z) to any servicer or trustee under the pooling and servicing
agreement; and
o twelfth, if any excess amount is paid by any Farallon Portfolio
Borrower or otherwise and is not required to be returned to any
Farallon Portfolio Borrower or to a party other than a note holder
under the Farallon Portfolio loan documents, and not otherwise
applied in accordance with the foregoing clauses, such amount shall
be paid to each holder of a Farallon Portfolio Senior Loan and each
holder of a Farallon Portfolio Junior Loan pro rata in accordance
with their original principal balances (but calculated as if each
note that was paid in full in connection with a prior application on
a prior distribution date, had an original principal balance equal
to zero).
Pursuant to the Farallon Portfolio Intercreditor Agreement, if a monetary
event of default or non-monetary event of default which caused a Servicing
Transfer Event to occur with respect to the Farallon Portfolio Trust Mortgage
Loan has occurred and is continuing, all amounts that any Farallon Portfolio
Borrower tenders or that are otherwise available to pay the Farallon Portfolio
Loan Combination, whether received in the form of a monthly payment, a balloon
payment, liquidation proceeds, proceeds under any insurance policy or awards or
settlements in respect of condemnation proceedings or similar exercise of the
power of eminent domain (other than (x) proceeds, awards or settlements to be
applied to the restoration or repair of the Farallon Portfolio Mortgaged
Property or released to any Farallon Portfolio Borrower in accordance with the
Servicing Standard or the Farallon Portfolio loan documents and (y) all amounts
for required reserves or escrows required by the Farallon Portfolio loan
documents to be held as reserves or escrows) shall be distributed generally in
the following manner, to the extent of available funds:
o first, to the servicers and the trustee under the series 2007-8
pooling and servicing agreement, as applicable, all amounts then due
and payable to such parties pursuant to and in accordance with the
series 2007-8 pooling and servicing agreement with respect to the
Farallon Portfolio Loan Combination;
o second, to each holder of a Farallon Portfolio Senior Loan on a pari
passu and pro rata basis (in proportion to the respective amounts of
interest (excluding default interest) then due and payable on each
related note during the related interest accrual period for such
note) in an amount equal to the accrued and unpaid interest
(excluding default interest) during the related interest accrual
period for the related note on the applicable Farallon Portfolio
Senior Loan outstanding principal balances at (x) with respect to
the Farallon Portfolio Trust Mortgage Loan, the applicable interest
rate for such loan minus the master servicing fee rate and trustee
fee rate, and (y) with respect to each Farallon Portfolio A-Note
Non-Trust Mortgage Loan, the applicable interest rate for the
related note minus the master servicing fee rate;
o third, to each holder of the Farallon Portfolio Senior Loan, on a
pari passu and pro rata basis, an amount equal to all principal
payments received on the Farallon Portfolio Loan Combination
(calculated based on their outstanding principal balances relative
to the outstanding aggregate principal balance of the Farallon
Portfolio Senior Loan), until the principal balance of each such
Farallon Portfolio Senior Loan has been reduced to zero;
o fourth, to each holder of a Farallon Portfolio Junior Loan, on a
pari passu and pro rata basis (in proportion to the respective
amounts of interest (excluding default interest) then due and
payable on each related note during the related interest accrual
period for such note) in an amount equal to
S-98
P-->

the accrued and unpaid interest (excluding default interest) during
the related interest accrual period for the related note on the
applicable Farallon Portfolio Junior Loan outstanding principal
balance at (y) with respect to the Farallon Portfolio B-Note Trust
Mortgage Loan, the applicable interest rate for such loan minus the
master servicing fee rate and the trustee fee rate; and (z) with
respect to each Farallon Portfolio B-Note Non-Trust Mortgage Loan,
the applicable interest rate for the related note minus the master
servicing fee rate;
o fifth, to each holder of a Farallon Portfolio Junior Loan, in an
aggregate amount equal to the aggregate outstanding principal
balance of the Farallon Portfolio Junior Loan, on a pari passu and
pro rata basis (calculated based on their respective outstanding
principal balances relative to the aggregate outstanding principal
balance of the Farallon Portfolio Junior Loan), to be applied in
reduction of the outstanding principal balance of the Farallon
Portfolio Junior Loan, until such amount has been reduced to zero;
o sixth, to each holder of the Farallon Portfolio Senior Loan, an
amount equal to its applicable Note A Prepayment Premium
Entitlement, provided that if the amount distributable pursuant to
this clause is less than the Aggregate Note A Prepayment Premium
Entitlement, then any such shortfall shall be borne by each such
note holder on a pari passu and pro rata basis (calculated based on
each such note's respective Note A Prepayment Premium Entitlement
relative to the Aggregate Note A Prepayment Premium Entitlement),
and provided further that such applicable amount of Prepayment
Premium shall be determined (i) if such Prepayment Premium is in the
nature of a fixed percentage of the amount prepaid, by multiplying
such percentage by the portion of the principal balance of the
applicable note being prepaid and (ii) if the Prepayment Premium is
a "yield maintenance" or "spread maintenance" premium, by separately
computing the Prepayment Premium for such note based on the formula
provided in the Farallon Portfolio loan documents but calculated
based on the applicable interest rate for each Farallon Portfolio
Senior Loan and the portion of the principal balance of the
applicable note being prepaid;
o seventh, to each holder of a Farallon Portfolio Junior Loan, an
amount equal to its applicable Note B Prepayment Premium
Entitlement, provided that if the amount distributable pursuant to
this clause is less than the Aggregate Note B Prepayment Premium
Entitlement, then any such shortfall shall be borne by each such
note holder on a pari passu and pro rata basis (calculated based on
each such note's respective Note B Prepayment Premium Entitlement
relative to the Aggregate Note B Prepayment Premium Entitlement),
and provided further that such applicable amount of Prepayment
Premium shall be determined (i) if such Prepayment Premium is in the
nature of a fixed percentage of the amount prepaid, by multiplying
such percentage by the portion of the principal balance of the
applicable note being prepaid and (ii) if the Prepayment Premium is
a "yield maintenance" or "spread maintenance" premium, by separately
computing the Prepayment Premium for such note based on the formula
provided in the Farallon Portfolio loan documents but calculated
based on the applicable interest rate for each Farallon Portfolio
Junior Loan and the portion of the principal balance of the
applicable note being prepaid;
o eighth, to each holder of the Farallon Portfolio Senior Loan on a
pari passu and pro rata basis, in an amount equal to any and all
other fees (including, without limitation, any late charges) payable
by any Farallon Portfolio Borrower pursuant to the terms of the
Farallon Portfolio loan documents, in accordance with their
respective percentage interests (based on their outstanding
principal balances relative to the outstanding principal balance of
the Farallon Portfolio Loan Combination), to the extent actually
paid and not payable pursuant to the series 2007-8 pooling and
servicing agreement (x) to cover interest on Advances, (y) to offset
Additional Trust Fund Expenses relating in any way to the Farallon
Portfolio Loan Combination or (z) to any servicer or trustee under
the series 2007-8 pooling and servicing agreement;
o ninth, to each holder of the Farallon Portfolio Senior Loan on a
pari passu and pro rata basis, in an amount equal to any default
interest in excess of the interest paid in accordance with clauses
second and fourth above, in accordance with their respective
percentage interests (based on their outstanding principal balances
relative to the outstanding principal balance of the Farallon
S-99
P-->

Portfolio Loan Combination), to the extent actually paid and not
payable pursuant to the series 2007-8 pooling and servicing
agreement (x) to cover interest on Advances, (y) to offset
Additional Trust Fund Expenses relating in any way to the Farallon
Portfolio Loan Combination or (z) to any servicer or trustee under
the series 2007-8 pooling and servicing agreement;
o tenth, to each holder of a Farallon Portfolio Junior Loan, in an
amount equal to all other fees (including, without limitation, any
late charges) payable by any Farallon Portfolio Borrower pursuant to
the terms of the Farallon Portfolio loan documents, in accordance
with their respective percentage interests (based on their
outstanding principal balances relative to the outstanding principal
balance of the Farallon Portfolio Loan Combination), to the extent
actually paid and not payable pursuant to the series 2007-8 pooling
and servicing agreement (x) to cover interest on Advances, (y) to
offset Additional Trust Fund Expenses relating in any way to the
Farallon Portfolio Loan Combination or (z) to any servicer or
trustee under the series 2007-8 pooling and servicing agreement;
o eleventh, to each holder of a Farallon Portfolio Junior Loan, in an
amount equal to any default interest in excess of the interest paid
in accordance with clauses second, fourth, and ninth above, in
accordance with their respective percentage interests (based on
their outstanding principal balances relative to the outstanding
principal balance of the Farallon Portfolio Loan Combination), to
the extent actually paid and not payable pursuant to the series
2007-8 pooling and servicing agreement (x) to cover interest on
Advances, (y) to offset Additional Trust Fund Expenses relating in
any way to the Farallon Portfolio Loan Combination or (z) to any
servicer or trustee under the series 2007-8 pooling and servicing
agreement;
o twelfth, if the proceeds of any foreclosure sale or any liquidation
of the Farallon Portfolio Loan Combination or Farallon Portfolio
Mortgaged Property exceed the amounts required to be applied in
accordance with the foregoing clauses and, as a result of a workout
the principal balance of any Farallon Portfolio Junior Loan has been
reduced, such excess amount shall be paid to each holder of a
Farallon Portfolio Junior Loan, on a pari passu and pro rata basis,
in an aggregate amount up to the reduction, if any, of the principal
balance of the Farallon Portfolio Junior Loan as a result of such
workout; and
o thirteenth, if any excess amount is paid by any Farallon Portfolio
Borrower or otherwise and is not required to be returned to any
Farallon Portfolio Borrower or to a party other than a note holder
under the Farallon Portfolio loan documents, and not otherwise
applied in accordance with the foregoing clauses, such amount shall
be paid to each holder of a Farallon Portfolio Senior Loan and each
holder of a Farallon Portfolio Junior Loan pro rata in accordance
with their original principal balances (but calculated as if each
note that was paid in full in connection with a prior application on
a prior distribution date, had an original principal balance equal
to zero).
Control Rights. Each servicer shall be required, prior to taking or not
taking any action that is a Major Decision (as defined below), to notify in
writing the Farallon Portfolio Controlling Party (or its Operating Advisor (as
defined below)) of any proposal to take (or not take) any such actions and to
receive the written approval of the Farallon Portfolio Controlling Party (or its
Operating Advisor); provided that (1) if the Farallon Portfolio Controlling
Party (or its Operating Advisor) fails to notify the applicable servicer of its
approval or disapproval of any such proposed action within ten (10) business
days (or, if the Farallon Portfolio Loan Agreement provides for a shorter period
for lender to give consent, no later than one (1) business day prior to such
shorter period) of delivery to the Farallon Portfolio Controlling Party (or its
Operating Advisor) by the applicable servicer of written notice of such a
proposed action, together with all information reasonably necessary to make an
informed decision with respect thereto, such action by the applicable servicer
shall be deemed to have been approved by the Farallon Portfolio Controlling
Party (or its Operating Advisor) and (2) with respect to any of the foregoing
actions which necessitate the delivery of an asset status report, such action
will be taken in accordance with the procedures set forth in paragraph (b) below
and provided, further that any notice sent by the applicable servicer shall
contain a statement in bold type to the effect that failure to respond within
ten (10) business days shall constitute consent. Notwithstanding the foregoing,
the applicable servicer may take any Major Decision or any action set forth in
the asset status report before the expiration of the aforementioned ten (10)
business day period if (A) the applicable
S-100
P-->

servicer has reasonably determined that failure to take such action would
violate applicable law, the terms of the Farallon Portfolio loan documents, the
Servicing Standard and/or the series 2007-8 pooling and servicing agreement, and
(B) it has delivered written notice to the Farallon Portfolio Controlling Party
at least two (2) business days prior to taking such Major Decision or action
(except in cases of emergency, when no prior notice need be sent, in which event
the acting party shall so advise the Farallon Portfolio Controlling Party (or
its Operating Advisor) with reasonable diligence of the action taken).
The special servicer shall promptly provide the Farallon Portfolio
Controlling Party (or its Operating Advisor) with copies of asset status reports
in accordance with the time frames set forth in, and in accordance with, the
series 2007-8 pooling and servicing agreement. With respect to the Farallon
Portfolio Loan Combination, if the asset status report recommends any Major
Decision, then the special servicer shall provide to the Farallon Portfolio
Controlling Party (or its Operating Advisor) all information in the possession
of the special servicer or reasonably obtainable by the special servicer which
the special servicer considers to be material in connection with evaluating any
of the foregoing proposed actions or which is reasonably requested by the
Farallon Portfolio Controlling Party (or its Operating Advisor) and the Farallon
Portfolio Controlling Party (or its Operating Advisor) shall then have the
period of time specified in paragraph (a) above (to the extent such period does
not delay the special servicer from taking any action that is required by the
Servicing Standard prior to the expiration of such period) within which to
consult with, advise and direct the special servicer regarding the proposed
action and the special servicer shall follow such advice and direction; provided
that any notice sent by the special servicer shall contain a statement in bold
type to the effect that failure to respond within the period of time specified
in paragraph (a) above shall constitute consent; and provided, further, that (A)
if the Farallon Portfolio Controlling Party (or its Operating Advisor) fails to
notify the special servicer of its approval or disapproval of any such proposed
action within the period of time specified in paragraph (a) above, such action
by the special servicer shall be deemed to have been approved by the Farallon
Portfolio Controlling Party (or its Operating Advisor), (B) with respect to any
of the foregoing actions which necessitate the delivery of an asset status
report, such action will be taken in accordance with the procedures set forth in
the series 2007-8 pooling and servicing agreement with respect to the delivery
and approval of such asset status report and (C) such rights are subject to the
limitations set forth below, including but not limited to the obligation of the
special servicer to act in accordance with the Servicing Standard.
Notwithstanding the foregoing, any amounts funded, whether by any servicer or
Trustee on behalf of any note holder or by any note holder pursuant to the
Farallon Portfolio Intercreditor Agreement, under the Farallon Portfolio loan
documents as a result of (1) the making of any protective advances or (2)
interest accruals or accretions and any compounding thereof (including default
interest) with respect to any note shall not at any time be deemed to contravene
this subsection.
Notwithstanding anything contained in the series 2007-8 pooling and
servicing agreement or Farallon Portfolio Intercreditor Agreement, no servicer
shall comply with any advice, consultation or disapproval provided by the
Farallon Portfolio Controlling Party (or its Operating Advisor) if such advice,
consultation or disapproval would (i) require or cause the applicable servicer
to violate any applicable law, (ii) be inconsistent with the Servicing Standard,
(iii) require or cause the applicable servicer to violate the provisions of the
Farallon Portfolio Intercreditor Agreement or the series 2007-8 pooling and
servicing agreement relating to the REMIC provisions (if applicable) or the
grantor trust provisions of the Code (if applicable), (iv) require or cause the
applicable servicer to violate any other provisions of the Farallon Portfolio
Intercreditor Agreement or the series 2007-8 pooling and servicing agreement, or
(v) require or cause the applicable servicer to violate the terms of the
Farallon Portfolio Loan Combination.
Appointment of Operating Advisor. The Farallon Portfolio Controlling Party
shall have the right at any time to appoint an operating advisor for the
Farallon Portfolio Loan Combination (the "Operating Advisor"). The Farallon
Portfolio Controlling Party shall have the right in its sole discretion at any
time and from time to time to remove and replace the Operating Advisor. When
exercising its various rights, the Farallon Portfolio Controlling Party may, at
its option, in each case, act through the Operating Advisor. The Operating
Advisor may be any person or entity (other than any Farallon Portfolio Borrower,
its principal or any affiliate of any Farallon Portfolio Borrower), including,
without limitation, the Farallon Portfolio Controlling Party, any officer or
employee of the Farallon Portfolio Controlling Party, any affiliate of the
Farallon Portfolio Controlling Party or any other unrelated third party. No such
Operating Advisor shall owe any fiduciary duty or other duty to any other person
or entity (other than the Farallon Portfolio Controlling Party). All actions
that are permitted to be taken by the Farallon
S-101
P-->

Portfolio Controlling Party may be taken by the Operating Advisor acting on
behalf of the Farallon Portfolio Controlling Party.
Appointment of Special Servicer. The Farallon Portfolio Controlling Party
(or its Operating Advisor) may remove the special servicer with respect to the
Farallon Portfolio Loan Combination and appoint a successor special servicer, in
each case, at any time, and from time to time, and for any reason whatsoever or
no reason at all, and, in each case, in accordance with the provisions relating
thereto in the series 2007-8 pooling and servicing agreement.
Other Rights. With limiting any other right of the Farallon Portfolio
Controlling Party, the Farallon Portfolio Controlling Party will have, with
respect to the Farallon Portfolio Loan Combination, (1) all rights given to the
Farallon Portfolio Controlling Party in the series 2007-8 pooling and servicing
agreement and (2) all rights given to the controlling class representative
(under the series 2007-8 pooling and servicing agreement) in the series 2007-8
pooling and servicing agreement as if the Farallon Portfolio Loan Combination
were a loan that was not part of a Loan Combination.
"Major Decision" means:
o any acceleration of the Farallon Portfolio Loan Combination (unless
such acceleration is by its terms automatic under the Farallon
Portfolio Loan Agreement);
o any foreclosure upon or comparable conversion (which may include
acquisition of REO Property) of the ownership of all or any portion
of the Farallon Portfolio Mortgaged Property and/or the other
collateral securing the Farallon Portfolio Loan Combination or any
subsequent sale of all or any portion of the Farallon Portfolio
Mortgaged Property (including REO Property) or other collateral
securing the Farallon Portfolio Loan Combination;
o any modification of, or waiver (a) with respect to the Farallon
Portfolio Loan Combination that would result in the extension of the
maturity date or extended maturity date thereof (other than an
extension in accordance with the terms of the Farallon Portfolio
Loan Agreement), a reduction in the interest rate or the monthly
debt service payment or a deferral or a forgiveness of interest on
or principal of the Farallon Portfolio Loan Combination or a
modification or waiver of any other monetary term of the Farallon
Portfolio Loan Combination relating to the timing or amount of any
payment of principal or interest (other than default interest) or
any other material sums due and payable under the Farallon Portfolio
loan documents (including any Prepayment Premium), including any
acceptance of a discounted payoff of the Farallon Portfolio Loan
Combination, or a modification or waiver of any provision of the
Farallon Portfolio Loan Combination which restricts any Farallon
Portfolio Borrower or its equity owners from incurring additional
indebtedness or (b) of any material non-monetary term of the
Farallon Portfolio Loan Combination;
o any modification of any monetary term of the Farallon Portfolio loan
documents;
o any proposed sale of all or any portion of the Farallon Portfolio
Mortgaged Property (other than as specifically permitted by the
terms of the Farallon Portfolio loan documents or in connection with
a termination of the trust fund created in connection with a
securitization);
o any acceptance of a discounted payoff of the Farallon Portfolio Loan
Combination;
o any determination to bring all or any portion of the Farallon
Portfolio Mortgaged Property or REO Property into compliance with
applicable environmental laws or to otherwise address hazardous
materials located all or any portion of the Farallon Portfolio
Mortgaged Property or REO Property;
o any release of any collateral for the Farallon Portfolio Loan
Combination (other than in accordance with the Farallon Portfolio
loan documents);
o any acceptance of additional or substitute collateral for the
Farallon Portfolio Loan Combination (other than in accordance with
the Farallon Portfolio loan documents);
S-102
P-->

o any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
o any acceptance of an assumption agreement releasing any Farallon
Portfolio Borrower, or any guarantor, from liability under the
Farallon Portfolio Loan Combination;
o the approval by any person or entity of any replacement special
servicer for the Farallon Portfolio Loan Combination (other than in
connection with the Trustee becoming the successor thereto pursuant
to the terms of the series 2007-8 pooling and servicing agreement);
o the voting, adoption or approval of any plan or reorganization,
restructuring or similar plan in the bankruptcy of any Farallon
Portfolio Borrower;
o any renewal or replacement of the then-existing insurance policies
(if lender approval is provided for in the applicable Farallon
Portfolio loan documents);
o any sale of all or any portion of the Farallon Portfolio Loan
Combination (which would in any event be subject to the Farallon
Portfolio Intercreditor Agreement) other than in connection with the
exercise of a purchase option set forth in the series 2007-8 pooling
and servicing agreement (provided that the foregoing shall not limit
any note holder's rights to transfer or pledge all or any portion of
any interest in the Farallon Portfolio Loan Combination in
accordance with the Farallon Portfolio Intercreditor Agreement);
o any incurrence of additional debt by any Farallon Portfolio Borrower
or any mezzanine financing by any direct or indirect beneficial
owner of any Farallon Portfolio Borrower except in accordance with
the terms of the Farallon Portfolio loan documents and the approval
of any intercreditor agreement in connection therewith;
o any release of any Farallon Portfolio Borrower or any guarantor from
any obligation of or liability with respect to the Farallon
Portfolio Loan Combination;
o any transfer or pledge of all or any portion of the Farallon
Portfolio Mortgaged Property or any portion thereof or any transfer
or pledge of any direct or indirect ownership interest in any
Farallon Portfolio Borrower, except as may be expressly permitted by
the Farallon Portfolio loan documents or any consent to an
assignment and assumption of the Farallon Portfolio Loan Combination
pursuant to the Farallon Portfolio loan documents except as may be
expressly permitted by the Farallon Portfolio loan documents;
o any proposed modification or waiver of any provision of the Farallon
Portfolio loan documents governing the types, nature or amount of
insurance coverage required to be obtained and maintained by any
Farallon Portfolio Borrower or guarantor;
o exercise of any right under the Farallon Portfolio loan documents to
terminate a property management agreement for all or any portion of
the Farallon Portfolio Mortgaged Property upon the occurrence of an
event of default or default by the property manager or any approval
rights with respect to any change of the property manager for all or
any portion of the Farallon Portfolio Mortgaged Property;
o any material reduction or material waiver of any Farallon Portfolio
Borrower's obligations to pay any reserve amounts under the Farallon
Portfolio loan documents;
o any approval or material waiver or modification of any material
insurance requirements set forth in the Farallon Portfolio Loan
Agreement.
o any adoption, implementation or determination with respect to a
business plan or budget submitted by any Farallon Portfolio Borrower
with respect to the Farallon Portfolio Mortgaged Property (if a
lender approval is provided for in the applicable Farallon Portfolio
loan documents);
S-103
P-->

o the execution or renewal of any lease (if a lender approval is
provided for in the applicable Farallon Portfolio loan documents);
o any determination with respect to any material alterations on all or
any portion of the Farallon Portfolio Mortgaged Property (if lender
approval is provided for in the applicable Farallon Portfolio loan
documents);
o the release to any Farallon Portfolio Borrower of any escrow for
which such Farallon Portfolio Borrower is not entitled under the
Farallon Portfolio loan documents or under applicable law;
o entry into or approval of any documents relating to ARC Housing LLC
or ARC Housing 2 LLC, including any intercreditor agreement (if a
lender approval is provided for in the applicable Farallon Portfolio
loan documents);
o the determination of any debt service coverage test (if lender is
entitled to determine same under the applicable Farallon Portfolio
loan documents and to the extent lender has such discretion);
o any amendment to any single purpose entity provision of the related
Farallon Portfolio loan documents;
o any determination regarding the use or application of condemnation
awards or insurance proceeds to the extent lender has such
discretion; or
o other material waiver, amendment, or modification of any Farallon
Portfolio Loan Document not included in the prior bullet points
above.
Consultation Rights. Pursuant to the Farallon Portfolio Intercreditor
Agreement, if, during the Farallon Portfolio Directing Securitization Period,
MLML or any entity wholly owned by MLML owns any note, then MLML and each such
other entity, as applicable, shall have non-binding consultation rights with
respect to the Farallon Portfolio Control Rights but subject to all timing and
other limitations with respect thereto to which the Farallon Portfolio
Controlling Party is subject.
TABLE A
Promissory Notes
FIXED RATE FIVE YEAR NOTE:
------------------------------------------------------------------------------------------------------------------
FIXED RATE FIVE FIXED INTEREST FIXED RATE FIXED INTEREST
YEAR NOTE A AMOUNT ($) RATE (%) FIVE YEAR NOTE B AMOUNT ($) RATE (%) TOTAL ($)
------------------------------------------------------------------------------------------------------------------
Fixed Rate Five Fixed Rate
Year Note A-1 23,245,000 6.4194 Five Year Note B-1 26,755,000 6.4194 50,000,000
------------------------------------------------------------------------------------------------------------------
Fixed Rate Five Fixed Rate
Year Note A-2 23,245,000 6.4194 Five Year Note B-2 26,755,000 6.4194 50,000,000
------------------------------------------------------------------------------------------------------------------
Fixed Rate Five Fixed Rate
Year Note A-3 23,245,000 6.4194 Five Year Note B-3 26,755,000 6.4194 50,000,000
------------------------------------------------------------------------------------------------------------------
Fixed Rate Five Fixed Rate
Year Note A-4 23,245,000 6.4194 Five Year Note B-4 26,755,000 6.4194 50,000,000
------------------------------------------------------------------------------------------------------------------
Fixed Rate Five Fixed Rate
Year Note A-5 23,245,000 6.4194 Five Year Note B-5 26,755,000 6.4194 50,000,000
------------------------------------------------------------------------------------------------------------------
S-104
P-->

------------------------------------------------------------------------------------------------------------------
GRAND FIXED RATE 500,000,000 575,500,000 1,075,500,000
TOTAL
------------------------------------------------------------------------------------------------------------------
FLOATING RATE A NOTE:
-------------------------------------------------
INTEREST
FLOATING RATE A NOTE AMOUNT ($) RATE (%)
-------------------------------------------------
Floating Rate A 500,000,000 One-month
Note LIBOR +
0.75%
-------------------------------------------------
GRAND TOTAL ALL NOTES
-------------------------------------------------------------------------------------------------------
GRAND TOTAL
FIXED AND A NOTE AMOUNT B NOTE AMOUNT TOTAL AMOUNT
FLOATING ($) ($) ($)
-------------------------------------------------------------------------------------------------------
1,000,000,000 575,000,000 1,575,500,000
-------------------------------------------------------------------------------------------------------
* Included in the Farallon Portfolio Trust Mortgage Loan
The Executive Hills Portfolio Loan CombinationGeneral. The Executive Hills Portfolio Trust Mortgage Loan, which has a
cut-off date principal balance of $99,900,000, representing approximately 4.1%
of the initial mortgage pool balance and approximately 7.1% of the initial loan
group 1 balance, is part of the Loan Combination that we refer to as the
Executive Hills Portfolio Loan Combination, which consists that mortgage loan
and a $11,100,000 B-note non-trust loan (the "Executive Hills Portfolio B-Note
Non-Trust Mortgage Loan"). The Executive Hills Portfolio B-Note Non-Trust
Mortgage Loan will not be included in the fund. The Executive Hills Portfolio
B-Note Non-Trust Mortgage Loan is secured by the same mortgage instruments
encumbering the subject mortgaged real property and will be serviced under the
pooling and servicing agreement. The relative rights of the holders of the
Executive Hills Portfolio Loan Combination are governed by a co-lender agreement
(the "Executive Hills Portfolio Intercreditor Agreement").
Priority of Payments. The rights of the holder of the Executive Hills
Portfolio B-Note Non-Trust Mortgage Loan to receive payments of interest,
principal, and other amounts are subordinate to the rights of the holder of the
Executive Hills Portfolio Trust Mortgage Loan to receive such amounts. Pursuant
to the Executive Hills Portfolio Intercreditor Agreement, prior to an event of
default, collections on the Executive Hills Portfolio Loan Combination
(excluding any amounts as to which other provision for their application had
been made in the related loan documents) will be allocated (after the
application to unpaid servicing fees, reimbursed costs and expenses and/or
reimbursement of advances and interest thereon, incurred under the pooling and
servicing agreement) generally in the following manner, to the extent of
available funds:
o first, to the applicable servicer or trustee, all amounts due and
payable;
o second, to the Executive Hills Portfolio Trust Mortgage Loan an
amount equal to all accrued and unpaid interest (excluding default
interest) on its principal balance (net of related servicing fees);
o third, to the Executive Hills Portfolio Trust Mortgage Loan an
amount equal to its pro rata portion (based on its principal
balance) of all principal payments on Executive Hills Portfolio Loan
Combination in accordance with the related loan documents;
o fourth, to the Executive Hills Portfolio B-Note Non-Trust Mortgage
Loan an amount equal to (a) the aggregate amount of all payments
made by the holder thereof in connection with the exercise of its
cure rights, (b) all accrued and unpaid interest (excluding default
interest) on its respective principal balance (net of related
servicing fees), and (c) its pro rata portion (based on its
principal
S-106
P-->

balance) all principal payments on the Executive Hills Portfolio
Loan Combination in accordance with the related loan documents;
o fifth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, in each
case on a pro rata basis (based on their respective principal
balances), any default interest, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o sixth, to the Executive Hills Portfolio Trust Mortgage Loan, any
yield maintenance premium due with respect to that mortgage loan
under the related loan documents;
o seventh, to the Executive Hills Portfolio B-Note Non-Trust Mortgage
Loan, any yield maintenance premium due with respect to that
mortgage loan under the related loan documents;
o eighth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective principal balances), any late
payment charges actually paid by borrower, to the extent not payable
to any party pursuant to the pooling and servicing agreement; and
o ninth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective principal balances), any
excess amounts paid by, but not required to be returned to, the
borrower.
Pursuant to the Executive Hills Portfolio Intercreditor Agreement,
subsequent to the occurrence of and during the continuation of a monetary or
non-monetary event of default that would place the loan into special servicing,
collections on the Executive Hills Portfolio Loan Combination (excluding any
amounts to be applied according to other provisions in the related loan
documents and excluding (x) proceeds, awards or settlements to be applied to the
restoration or repair of the related mortgaged property or released to the
borrower in accordance with the Servicing Standard or the related loan documents
and (y) all amounts for required reserves or escrows required by the related
loan documents to be held as reserves or escrows) will be allocated (after
application to unpaid servicing fees, unreimbursed costs and expenses and/or
reimbursement of advances and/or interest thereon, incurred under the pooling
and servicing agreement) generally in the following manner, to the extent of
available funds:
o first, to the applicable servicer or trustee, all amounts due and
payable;
o second, to the Executive Hills Portfolio Trust Mortgage Loan an
amount equal to all accrued and unpaid interest (excluding default
interest) on its principal balance (net of related servicing fees);
o third, to the Executive Hills Portfolio Trust Mortgage Loan, an
amount equal to its outstanding principal balance until its
principal balance has been reduced to zero;
o fourth, to the Executive Hills Portfolio B-Note Non-Trust Mortgage
Loan, an amount equal to (a) the aggregate amount of all payments
made by the holder thereof in connection with the exercise of its
cure rights, (b) all accrued and unpaid interest (excluding default
interest) on its respective principal balance (net of related master
servicing fees) and (c) an amount equal to its principal balance
until its principal balance has been reduced to zero;
o fifth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, in each
case on a pro rata basis (based on their respective principal
balances), any default interest, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o sixth, to the Executive Hills Portfolio Trust Mortgage Loan, any
yield maintenance premium due in respect of that mortgage loan under
the related loan documents;
o seventh, to the Executive Hills Portfolio B-Note Non-Trust Mortgage
Loan, any yield maintenance premium due in respect of that mortgage
loan under the related loan documents;
S-107
P-->

o eighth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective principal balances), any late
payment charges actually paid by the borrower, to the extent not
payable to any party pursuant to the pooling and servicing
agreement;
o ninth, to the Executive Hills Portfolio Trust Mortgage Loan and the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective principal balances), any
excess amounts paid by, but not required to be returned to, the
borrower.
Consent Rights. Under the Executive Hills Portfolio Intercreditor
Agreement, the Executive Hills Portfolio Controlling Party (as defined in the
"Glossary" below) will be entitled to direct the master servicer or the special
servicer, and the master servicer or the special servicer, as applicable, may
not take any of the following actions without the consent or deemed consent of
the Executive Hills Portfolio Controlling Party:
o any acceleration of the mortgage loans in the Executive Hills
Portfolio Loan Combination;
o any proposed or actual foreclosure upon or comparable conversion
(which may include acquisition of REO Property) of the ownership of
the mortgaged property or any subsequent sale of the mortgaged
property (including REO Property);
o any modification, extension, amendment of, or waiver with respect to
a monetary term (including timing of payments) or any material
non-monetary term of the Executive Hills Portfolio Loan Combination;
o any proposed or actual sale of the mortgaged property for less than
an amount equal to the par purchase price specified in the Executive
Hills Portfolio Intercreditor Agreement;
o any acceptance of a discounted payoff of the Executive Hills
Portfolio Loan Combination;
o any determination to bring the mortgaged property or REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the mortgaged property or REO
Property;
o any release of any portion of the mortgaged property (other than in
accordance with the terms of the related loan documents);
o any acceptance of additional or substitute collateral for the
Executive Hills Portfolio Loan Combination (other than in accordance
with the terms of the related loan documents) or any subordination
of the liens granted under the terms of the related loan documents;
o any waiver or determination to enforce or not enforce a
"due-on-sale" or "due-on-encumbrance" clause;
o any acceptance of an assumption agreement releasing the borrower, or
any guarantor, from liability under the Executive Hills Portfolio
Loan Combination;
o any voting on any plan or reorganization, restructuring or similar
plan in the bankruptcy (or similar proceeding) of the borrower;
o any renewal or replacement of the then-existing insurance policies
(to the lender's approval is required under the related loan
documents) or any proposed modification or waiver of any insurance
requirements under the related loan documents and any modification
of any insurance provisions in the related loan documents;
o any incurrence of additional debt by the borrower or any mezzanine
financing by any direct or indirect beneficial owner of the borrower
(other than in accordance with the terms of the related loan
documents);
S-108
P-->

o any release of the borrower or any guarantor from liability under
the Executive Hills Portfolio Loan Combination;
o any transfer or pledge of the mortgaged property or any portion
thereof or any transfer or pledge of any direct or indirect
ownership interest in the borrower, except as may be expressly
permitted by the related loan documents, or any consent to an
assignment and assumption of the Executive Hills Portfolio Loan
Combination pursuant to the related loan documents;
o any replacement of the property manager or any material modification
or termination of the property management agreement;
o any material reduction or material waiver of any obligations to pay
any reserve amounts under the related loan documents;
o any waiver of any guarantor's obligations under any guaranty or
indemnity;
o any amendment to any single purpose entity provision of the related
loan documents;
o any determination with respect to any proposed material alterations
to the mortgaged property (to the extent consent is required under
the related loan documents);
o any determination regarding the use or application of condemnation
awards or insurance proceeds to the extent the lender has such
discretion;
o any waiver of a material event of default under the related loan
documents;
o any extension or shortening of the maturity date of the loans in the
Executive Hills Portfolio Loan Combination;
o any workout;
o any subordination of any recorded document recorded in connection
with the loans in the Executive Hills Portfolio Loan Combination;
and
o any forgiveness of any interest payments or principal payments of
the loans in the Executive Hills Portfolio Loan Combination.
Notwithstanding the foregoing, the applicable master servicer and the
special servicer may not follow any advice of the Executive Hills Portfolio
Controlling Party that would cause it to violate the Servicing Standard,
applicable law, the related loan documents or the REMIC provisions.
Consultation Rights. Under the Executive Hills Portfolio Intercreditor
Agreement, the Executive Hills Portfolio Controlling Party shall be entitled to
consult, in a non-binding manner, with the holder of the Executive Hills
Portfolio Trust Mortgage Loan and the applicable servicer with respect to
actions relating to the Executive Hills Portfolio Loan Combination and the
mortgaged property.
Purchase Option. The Executive Hills Portfolio Intercreditor Agreement
provides that if (a) any payment of principal or interest on the Executive Hills
Portfolio Loan Combination becomes 90 or more days delinquent, (b) the Executive
Hills Portfolio Loan Combination has been accelerated, (c) the principal balance
of the Executive Hills Portfolio Loan Combination is not paid at maturity, (d)
the borrower files a petition for bankruptcy, (e) the Executive Hills Portfolio
Loan Combination becomes a specially serviced loan (and the Executive Hills
Portfolio Loan Combination is either in default or a default with respect
thereto is reasonably foreseeable) or (f) foreclosure proceedings have been
commenced, then the holder of the Executive Hills Portfolio B-Note Non-Trust
Mortgage Loan has the option to purchase the Executive Hills Portfolio Trust
Mortgage Loan from the trust fund, at a price generally equal to the aggregate
unpaid principal balance of the Executive Hills Portfolio Trust Mortgage Loan,
together with all accrued and unpaid interest on that mortgage loans, to but not
including the date of such purchase, plus any related servicing compensation,
advances and interest on advances payable or reimbursable to any party to
S-109
P-->

the pooling and servicing agreement. The foregoing option shall terminate once
the mortgaged property becomes REO Property.
Cure Rights. In the event that the related borrower fails to make any
scheduled payments due under the related loan documents, the holder of the
Executive Hills Portfolio B-Note Non-Trust Mortgage Loan will have ten (10) days
from the date of receipt of notice of the subject default to cure the default.
In the event of a non-monetary default by the related borrower, the holder of
the Executive Hills Portfolio B-Note Non-Trust Mortgage Loan will have thirty
(30) days from the date of receipt of notice of the subject default to cure the
default, provided the holder of the Executive Hills Portfolio B-Note Non-Trust
Mortgage Loan is diligently prosecuting the cure of the subject default. Without
the prior consent of the holder of the Executive Hills Portfolio Trust Mortgage
Loan, the holder of the Executive Hills Portfolio B-Note Non-Trust Mortgage Loan
will not have the right to more than six (6) cure events during the term of the
Executive Hills Portfolio Loan Combination, and no single cure event may exceed
three (3) months.
The Peninsula Beverly Hills Loan CombinationGeneral. The Peninsula Beverly Hills Trust Mortgage Loan, which has a
cut-off date principal balance of $79,300,000, representing approximately 3.3%
of the initial mortgage pool balance and approximately 5.7% of the initial loan
group 1 balance, is part of the Loan Combination that we refer to as the
Peninsula Beverly Hills Loan Combination, which consists of that mortgage loan
and a single B-note non-trust loan (the "Beverly Hills Peninsula B-Note
Non-Trust Mortgage Loan"). The Beverly Hills Peninsula B-Note Non-Trust Mortgage
Loan was transferred to Pacific Life Insurance Company and will not be included
in the trust fund. The Beverly Hills Peninsula B-Note Non-Trust Mortgage Loan is
secured by the same mortgage instrument encumbering the subject mortgaged real
property and will be serviced under the pooling and servicing agreement. The
relative rights of the holders of the loans comprising the Peninsula Beverly
Hills Loan Combination are governed by an intercreditor agreement (the
"Peninsula Beverly Hills Intercreditor Agreement").
Priority of Payments. The rights of the holder of the Peninsula Beverly
Hills B-Note Non-Trust Mortgage Loan to receive payments of interest, principal
and other amounts are subordinate to the rights of the holder of the Peninsula
Beverly Hills Trust Mortgage Loan to receive such amounts. Pursuant to the
Peninsula Beverly Hills Intercreditor Agreement, prior to an event of default,
collections on the Peninsula Beverly Hills Loan Combination (excluding any
amounts as to which other provision for their application has been made in the
related loan documents) will be allocated (after the application to unpaid
servicing fees, unreimbursed costs and expenses and/or reimbursement of advances
and interest thereon, incurred under the pooling and servicing agreement)
generally in the following manner, to the extent of available funds:
o first, to the applicable servicer or trustee all amounts due and
payable;
o second, to the Peninsula Beverly Hills Trust Mortgage Loan an amount
equal to all accrued and unpaid interest (excluding default
interest) on its principal balance (net of related servicing fees);
o third, to the Peninsula Beverly Hills Trust Mortgage Loan in an
amount equal to its pro rata portion of principal payments (based on
their respective initial principal balances) on the Peninsula
Beverly Hills Loan Combination;
o fourth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, in an amount equal to (i) the aggregate amount of all payments
made by the holder thereof in connection with the exercise of its
cure rights and (ii) unreimbursed costs and expenses;
o fifth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, an amount equal to all accrued and unpaid interest (excluding
default interest) on its respective principal balance at the
interest rate for the Peninsula Beverly Hills B-Note Non-Trust
Mortgage Loan less related master servicing fees;
o sixth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, an amount equal to its pro rata portion of all principal
payments on the Peninsula Beverly Hills Loan Combination;
S-110
P-->

o seventh, to the Peninsula Beverly Hills Trust Mortgage Loan, any
yield maintenance premium actually received in respect of that
mortgage loan under the related loan documents;
o eighth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, any yield maintenance premium actually received in respect of
that mortgage loan under the related loan documents;
o ninth, to the Peninsula Beverly Hills Trust Mortgage Loan and the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan, in each case
on a pro rata basis (based on their respective initial principal
balances), any default interest, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o tenth, to the Peninsula Beverly Hills Trust Mortgage Loan, on a pro
rata basis (based on its respective initial principal balance), an
amount equal to any extension fees, to the extent actually paid by
the borrower, to the extent not payable to any party pursuant to the
pooling and servicing agreement;
o eleventh, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, on a pro rata basis (based on its respective initial principal
balance), an amount equal to any extension fees, to the extent
actually paid by the borrower, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o twelfth, to the Peninsula Beverly Hills Trust Mortgage Loan and the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan on a pro rata
basis (based on their respective initial principal balances), any
late payment charges actually paid by the borrower, to the extent
not payable to any party pursuant to the pooling and servicing
agreement; and
o thirteenth, to the Peninsula Beverly Hills Trust Mortgage Loan and
the Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective initial principal balances),
any excess amounts paid by, but not required to be returned to, the
borrower or any guarantor.
Pursuant to the Peninsula Beverly Hills Intercreditor Agreement,
subsequent to the occurrence and during the continuation of a monetary or
non-monetary event of default that would place the loan into special servicing
(other than imminent default), collections on the Peninsula Beverly Hills Loan
Combination (excluding any amounts as to which other provision for their
application has been made in the related loan documents and excluding (x)
proceeds, awards or settlements to be applied to the restoration or repair of
the related mortgaged property or released to the borrower in accordance with
the Servicing Standard or the related loan documents and (y) all amounts for
required reserves or escrows required by the related loan documents to be held
as reserves or escrows) will be allocated (after application to unpaid servicing
fees, unreimbursed costs and expenses and/or reimbursement of advances and/or
interest thereon, incurred under the pooling and servicing agreement) generally
in the following manner, to the extent of available funds:
o first, to the applicable servicer or trustee, all amounts due and
payable;
o second, to the Peninsula Beverly Hills Trust Mortgage Loan an amount
equal to all accrued and unpaid interest (excluding default
interest) on its principal balance (net of related servicing fees);
o third, to the Peninsula Beverly Hills Trust Mortgage Loan, an amount
equal to its outstanding principal balance until its principal
balance has been reduced to zero;
o fourth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, in an amount equal to (i) the aggregate amount of all payments
made by the holder thereof in connection with the exercise of its
cure rights and (ii) unreimbursed costs and expenses;
S-111
P-->

o fifth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, an amount equal to all accrued and unpaid interest (excluding
default interest) on its respective principal balance at the
interest rate for the Peninsula Beverly Hills B-Note Non-Trust
Mortgage Loan less related master servicing fees;
o sixth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, an amount equal to its principal balance until its principal
balance has been reduced to zero;
o seventh, to the Peninsula Beverly Hills Trust Mortgage Loan, any
yield maintenance premium actually received in respect of that
mortgage loan under the related loan documents;
o eighth, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, any yield maintenance premium actually received in respect of
that mortgage loan under the related loan documents;
o ninth, to the Peninsula Beverly Hills Trust Mortgage Loan and the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan, in each case
on a pro rata basis (based on their respective initial principal
balances), any default interest, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o tenth, to the Peninsula Beverly Hills Trust Mortgage Loan, on a pro
rata basis (based on its respective initial principal balance), an
amount equal to any extension fees, to the extent actually paid by
the borrower, to the extent not payable to any party pursuant to the
pooling and servicing agreement;
o eleventh, to the Peninsula Beverly Hills B-Note Non-Trust Mortgage
Loan, on a pro rata basis (based on its respective initial principal
balance), an amount equal to any extension fees, to the extent
actually paid by the borrower, to the extent not payable to any
party pursuant to the pooling and servicing agreement;
o twelfth, to the Peninsula Beverly Hills Trust Mortgage Loan and the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan on a pro rata
basis (based on their respective initial principal balances), any
late payment charges actually paid by the borrower, to the extent
not payable to any party pursuant to the pooling and servicing
agreement;
o thirteenth, to the Peninsula Beverly Hills Trust Mortgage Loan and
the Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan, on a pro
rata basis (based on their respective initial principal balances),
any excess amounts paid by, but not required to be returned to, the
borrower or any guarantor.
Consent Rights. Under the Peninsula Beverly Hills Intercreditor Agreement,
the Peninsula Beverly Hills Controlling Party (as defined in the "Glossary"
below) will be entitled to direct the master servicer or the special servicer,
and the master servicer or the special servicer, as applicable, may not take any
of the following actions without the consent of the Peninsula Beverly Hills
Controlling Party:
o any acceleration of the mortgage loans in the Peninsula Beverly
Hills Loan Combination (unless such acceleration is by its terms
automatic under the related loan documents);
o any foreclosure upon or comparable conversion (which may include
acquisition of REO Property) of the ownership of the mortgaged
property or any subsequent sale of the mortgaged property (including
REO Property);
o any modification of, or waiver with respect to, (a) the material
payment terms of the Peninsula Beverly Hills Loan Combination, (b)
any provision of the related loan documents that restricts the
borrower or its equity owners from incurring additional indebtedness
or (c) any other material non-monetary term of the Peninsula Beverly
Hills Loan Combination;
S-112
P-->

o any proposed sale of the mortgaged property other than as
specifically permitted by the related loan documents;
o any acceptance of a discounted payoff of the Peninsula Beverly Hills
Loan Combination;
o any determination to bring the mortgaged property or REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the mortgaged property or REO
Property;
o any release of any portion of the mortgaged property (other than in
accordance with the terms of the related loan documents);
o any acceptance of additional or substitute collateral for the
Peninsula Beverly Hills Loan Combination (other than in accordance
with the terms of the related loan documents);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause or
insurance provision;
o any acceptance of an assumption agreement releasing the borrower, or
any guarantor, from liability under the Peninsula Beverly Hills Loan
Combination;
o the approval by holder of the Peninsula Beverly Hills Trust Mortgage
Loan of any replacement Special Servicer for the Peninsula Beverly
Hills Loan Combination (other than in connection with the Trustee
becoming the successor pursuant to the terms of the pooling and
servicing agreement);
o any adoption or approval of any plan or reorganization,
restructuring or similar plan in the bankruptcy of the borrower;
o any renewal or replacement of the then-existing insurance policies
to the extent that such renewal or replacement does not comply with
the terms of the related loan documents or any proposed modification
or waiver of any insurance requirements under the related loan
documents;
o any approval of the incurrence of additional debt by the borrower or
any mezzanine financing by any direct or indirect beneficial owner
of the borrower (other than in accordance with the terms of the
related loan documents) and the approval of any related
intercreditor agreement;
o any release of the borrower or any guarantor from liability under
the Peninsula Beverly Hills Loan Combination;
o any transfer or pledge of the mortgaged property or any portion
thereof or any transfer or pledge of any direct or indirect
ownership interest in the borrower, except as may be expressly
permitted by the related loan documents or any consent to an
assignment and assumption of the Peninsula Beverly Hills Loan
Combination pursuant to the related loan documents;
o any replacement of the property manager, if approval is required by
the related loan documents;
o any material reduction or material waiver of any obligations to pay
any reserve amounts under the related loan documents;
o any waiver of any guarantor's or indemnitor's obligations under any
guaranty or indemnity;
o any amendment to any single purpose entity provision of the related
loan documents;
o any determination with respect to any proposed material alterations
to the mortgaged property (to the extent consent is required under
the related loan documents);
o any determination with respect to annual budgets and business plans
for the mortgaged property (to the extent any such approval rights
are provided in the related loan documents); and
S-113
P-->

o any determination regarding the use or application of condemnation
awards or insurance proceeds to the extent the lender has such
discretion.
Notwithstanding the foregoing, the applicable master servicer and the
special servicer may not follow any advice of the Peninsula Beverly Hills
Controlling Party that would cause it to violate the Servicing Standard,
applicable law, the related loan documents or the REMIC provisions.
Consultation Rights. Under the Peninsula Beverly Hills Intercreditor
Agreement, the Peninsula Beverly Hills Controlling Party will be entitled to
consult, in a non-binding manner, with the holder of the Peninsula Beverly Hills
Trust Mortgage Loan and the applicable servicer with respect to proposals to
take certain actions relating to the Peninsula Beverly Hills Loan Combination
and the mortgaged property and consider alternative actions recommended by the
Peninsula Beverly Hills Controlling Party including, among other things,
execution or renewal of any lease (if approval is required by the related loan
documents) and waiver of any notice provision related to prepayment of all or
any portion of the Peninsula Beverly Hills Loan Combination.
Purchase Option. The Peninsula Beverly Hills Intercreditor Agreement
provides that if (a) any principal or interest payment with respect to the
Peninsula Beverly Hills Loan Combination becomes delinquent, (b) the Peninsula
Beverly Hills Loan Combination has been accelerated, (c) the principal balance
of the Peninsula Beverly Hills Loan Combination is not paid at maturity, (d) the
borrower files a petition for bankruptcy or (e) the Peninsula Beverly Hills
Trust Mortgage Loan becomes a specially serviced loan (and an event of default
has occurred and is continuing or a default is reasonably foreseeable), then (if
the holder of the Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan is not
then currently curing the subject default and at the time of such purchase the
subject event of default is continuing), the holder of the Peninsula Beverly
Hills B-Note Non-Trust Mortgage Loan has the option to purchase the Peninsula
Beverly Hills Trust Mortgage Loan from the trust fund, at a price generally
equal to the aggregate unpaid principal balance of the Peninsula Beverly Hills
Trust Mortgage Loan, together with all accrued and unpaid interest on that
mortgage loan, to but not including the date of such purchase, plus any related
servicing compensation, advances and interest on advances payable or
reimbursable to any party to the pooling and servicing agreement. No liquidation
fee will be payable to the special servicer in connection with this purchase
option as long as the holder of the Peninsula Beverly Hills B-Note Non-Trust
Mortgage Loan has exercised its right to purchase the related Trust Mortgage
Loan in the 90-day period following delivery of the repurchase option notice
required under the Peninsula Beverly Hills Intercreditor Agreement. In addition,
the pooling and servicing agreement grants to the special servicer and the
controlling class holder a fair value purchase option as described below under
"Servicing of the Mortgage Loans--Realization Upon Defaulted Mortgage Loans."
Cure Rights. In the event that the related borrower fails to make any
scheduled payments due under the related loan documents, the holder of the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan will have five (5)
business days from the date of receipt of notice of the subject default (or five
business days from the expiration of any applicable grace period, whichever is
longer) to cure the default. In the event of a non-monetary default by the
related borrower, the holder of the Peninsula Beverly Hills B-Note Non-Trust
Mortgage Loan will have 30 days from the date of receipt of notice of the
subject default (or 30 days from the expiration of any applicable grace period,
whichever is longer) to cure the default; provided that if the subject
non-monetary default cannot be cured within 30 days, but the holder of the
Peninsula Beverly Hills B-Note Non-Trust Mortgage Loan has commenced and is
diligently prosecuting the cure of the subject default, the cure period will be
extended for an additional period not to exceed 30 additional days.
Without the prior consent of the holder of the Peninsula Beverly Hills
Trust Mortgage Loan, the holder of the Peninsula Beverly Hills B-Note Non-Trust
Mortgage Loan will not have the right to cure more than six cure events during
the term of the Peninsula Beverly Hills Loan Combination, and no single cure
event may exceed three months.
The Georgia-Alabama Retail Portfolio Loan CombinationGeneral. The Georgia-Alabama Retail Portfolio Trust Mortgage Loan, which
has a cut-off date principal balance of $39,926,997, representing approximately
1.6% of the initial mortgage pool balance and approximately 2.8% of the initial
loan group 1 balance, is part of the Loan Combination that we refer to as the
Georgia-Alabama Retail Portfolio Loan Combination. The Georgia-Alabama Retail
Portfolio Trust Mortgage Loan consists of a $33,000,000 A-note (the
"Georgia-Alabama Retail Portfolio A-Note Trust Mortgage Loan") and a $7,000,000
B-
S-114
P-->

note (the "Georgia-Alabama Retail Portfolio B-Note Trust Mortgage Loan"). The
Georgia-Alabama Retail Portfolio Loan Combination consists of the related trust
mortgage loan (the "Georgia-Alabama Retail Portfolio Trust Mortgage Loan"), a
mortgage loan that is pari passu in right of payment with the Georgia-Alabama
Retail Portfolio A-Note Trust Mortgage Loan (the "Georgia-Alabama Retail
Portfolio A-Note Non-Trust Mortgage Loan," and together with the Georgia-Alabama
Retail Portfolio A-Note Trust Mortgage Loan, the "Georgia-Alabama Retail
Portfolio Senior Mortgage Loans") and a subordinate mortgage loan (the
"Georgia-Alabama Retail Portfolio B-Note Non-Trust Mortgage Loan" and together
with the Georgia-Alabama Retail Portfolio B-Note Trust Mortgage Loan, the
"Georgia-Alabama Retail Portfolio Junior Mortgage Loans"). The Georgia-Alabama
Retail Portfolio Loan Combination is secured by mortgages or deeds of trust on
the subject mortgaged real properties. The Georgia-Alabama Retail Portfolio
A-Note Non-Trust Mortgage Loan was deposited into the ML-CFC 2007-7 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-7
securitization (the "Other Securitization"). The Georgia-Alabama Retail
Portfolio B-Note Non-Trust Mortgage Loan is currently held by Countrywide
Commercial Real Estate Finance, Inc., or an affiliate of Countrywide Commercial
Real Estate Finance, Inc., and will not be included in the trust fund. The
Georgia-Alabama Retail Portfolio Loan Combination is serviced and administered
under the pooling and servicing agreement related to the ML-CFC 2007-7
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-7 securitization (the "Other Pooling and Servicing Agreement"). The
relative rights of the holders of the loans comprising the Georgia-Alabama
Retail Portfolio Loan Combination are governed by intercreditor agreements (the
"Georgia-Alabama Retail Portfolio Intercreditor Agreements").
Priority of Payments. The rights of the holder of the Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan to receive payments of interest,
principal and other amounts are pari passu with the rights of the holder of the
Georgia-Alabama Retail Portfolio A-Note Trust Mortgage Loan to receive such
amounts. The rights of the holder of the Georgia-Alabama Retail Portfolio B-Note
Non-Trust Mortgage Loan to receive payments of interest, principal and other
amounts are subordinate to the rights of the holders of the Georgia-Alabama
Retail Portfolio Senior Mortgage Loans to receive such amounts and are pari
passu to the rights of the holder of the Georgia-Alabama Retail Portfolio B-Note
Trust Mortgage Loan.
Pursuant to the Georgia-Alabama Retail Portfolio Intercreditor Agreements,
prior to an event of default, collections on the Georgia-Alabama Retail
Portfolio Loan Combination (excluding any amounts as to which other provision
for their application has been made in the related loan documents) will be
allocated (after the application to unpaid servicing fees, unreimbursed costs
and expenses and/or reimbursement of advances and interest thereon, incurred
under the series 2007-8 pooling and servicing agreement and/or the Other Pooling
and Servicing Agreement) generally in the following manner, to the extent of
available funds:
o first, to the applicable servicer or trustee, all amounts due and
payable;
o second, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, on a pari passu basis, an amount equal to all accrued and
unpaid interest (excluding default interest) on their principal
balances, less the related servicing fees;
o third, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, in an amount equal to their pro rata portion of principal
payments on the Georgia-Alabama Retail Portfolio Loan Combination;
o fourth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, in an amount equal to (a) the aggregate amount of all
payments made by the holder thereof in connection with the exercise
of its cure rights, (b) accrued and unpaid interest (excluding
default interest) on its respective principal balance at the
interest rate for the Georgia-Alabama Retail Portfolio Junior
Mortgage Loans, less related master servicing fees and (c) their pro
rata portion of principal payments on the Georgia-Alabama Retail
Portfolio Loan Combination in accordance with the related loan
documents;
o fifth, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, any yield maintenance premiums actually received in respect
of the Georgia-Alabama Retail Portfolio Senior Mortgage Loans;
S-115
P-->

o sixth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, any yield maintenance premium actually received in respect of
the Georgia-Alabama Retail Portfolio Junior Mortgage Loans;
o seventh, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans and to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, in each case on a pro rata basis, any default interest, to
the extent not payable to any party pursuant to the Other Pooling
and Servicing Agreement or the 2007-8 pooling and servicing
agreement;
o eighth, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, on a pro rata basis (based on their respective initial
principal balances), an amount equal to any extension fees, to the
extent actually paid by the borrower and to the extent not payable
to any party pursuant to the Other Pooling and Servicing Agreement
or the 2007-8 pooling and servicing agreement;
o ninth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, on a pro rata basis (based on their respective initial
principal balances), an amount equal to any extension fees, to the
extent actually paid by the borrower, to the extent not payable to
any party pursuant to the Other Pooling and Servicing Agreement or
the 2007-8 pooling and servicing agreement;
o tenth, to the Georgia-Alabama Retail Portfolio Senior Mortgage Loans
and to the Georgia-Alabama Retail Portfolio Junior Mortgage Loans,
pro rata, any late payment charges actually paid by the borrower, to
the extent not payable to any party pursuant to the Other Pooling
and Servicing Agreement or the 2007-8 pooling and servicing
agreement;
o eleventh, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans and to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans on a pari passu basis, pro rata (based on their respective
initial principal balances), any excess amounts paid by, but not
required to be returned to, the borrower or loan sponsor.
Pursuant to the Georgia-Alabama Retail Portfolio Intercreditor Agreement,
subsequent to the occurrence and during the continuation of a monetary or other
material event of default, collections on the Georgia-Alabama Retail Portfolio
Loan Combination (excluding any amounts as to which other provision for their
application has been made in the related loan documents and excluding (x)
proceeds, awards or settlements to be applied to the restoration or repair of
the related mortgaged property or released to the borrower in accordance with
the Servicing Standard or the related loan documents and (y) all amounts for
required reserves or escrows required by the related loan documents to be held
as reserves or escrows) will be allocated (after application to unpaid servicing
fees, unreimbursed costs and expenses and/or reimbursement of advances and/or
interest thereon, incurred under the series 2007-8 pooling and servicing
agreement and/or the Other Pooling and Servicing Agreement) generally in the
following manner, to the extent of available funds:
o first, to the applicable servicer or trustee, all amounts due and
payable;
o second, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, an amount equal to all accrued and unpaid interest (excluding
default interest) on their principal balances, less related
servicing fees;
o third, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, principal payments, until their principal balances have been
reduced to zero;
o fourth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, in an amount equal to (a) the aggregate amount of all
payments made by the holder thereof in connection with the exercise
of its cure rights, (b) all accrued and unpaid interest (excluding
default interest) on its respective principal balance (net of
related master servicing fees) and (c) principal payments until its
principal balance has been reduced to zero;
o fifth, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, any yield maintenance premium actually received in respect of
the Georgia-Alabama Retail Portfolio Senior Loans;
S-116
P-->

o sixth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, any yield maintenance premium actually received in respect of
Georgia-Alabama Retail Portfolio Junior Mortgage Loans;
o seventh, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, and to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, in each case on a pro rata basis, any default interest, to
the extent not payable to any party pursuant to the Other Pooling
and Servicing Agreement or the 2007-8 pooling and servicing
agreement;
o eighth, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, an amount equal to any extension fees, to the extent actually
paid by the borrower, to the extent not payable to any party
pursuant to the Other Pooling and Servicing Agreement or the 2007-8
pooling and servicing agreement;
o ninth, to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, on a pro rata basis an amount equal to any extension fees, to
the extent actually paid by the borrower, to the extent not payable
to any party pursuant to the Other Pooling and Servicing Agreement
or the 2007-8 pooling and servicing agreement;
o tenth, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, and to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, in each case on a pro rata basis, any late payment charges
actually paid by the borrower, to the extent not payable to any
party pursuant to the Other Pooling and Servicing Agreement or the
2007-8 pooling and servicing agreement;
o eleventh, to the Georgia-Alabama Retail Portfolio Senior Mortgage
Loans, and to the Georgia-Alabama Retail Portfolio Junior Mortgage
Loans, on a pro rata basis (based on their respective initial
principal balances), any excess amounts paid by, but not required to
be returned to, the borrower or loan sponsor.
Consent Rights. Under the Georgia-Alabama Retail Portfolio Intercreditor
Agreements, the Georgia-Alabama Retail Portfolio Controlling Party (as defined
in the "Glossary" below) will be entitled to direct the Other Servicer and the
Other Special Servicer, and the Other Servicer or the Other Special Servicer, as
applicable, may not take any of the following actions without the consent of the
Georgia-Alabama Retail Portfolio Controlling Party:
o any acceleration of the mortgage loans in the Georgia-Alabama Retail
Portfolio Loan Combination (unless such acceleration is by its terms
automatic under the related loan documents);
o any foreclosure upon or comparable conversion (which may include
acquisition of REO Property) of the ownership of the related
mortgaged property or any subsequent sale of the mortgaged property
(including REO Property);
o any modification of, or waiver with respect to, (a) the material
payment terms of the Georgia-Alabama Retail Portfolio Loan
Combination, (b) any provision of the related loan documents that
restricts the related borrower or its equity owners from incurring
additional indebtedness or (c) any other material non-monetary term
of the Georgia-Alabama Retail Portfolio Loan Combination;
o any modification of any monetary term of the Georgia-Alabama Retail
Portfolio Loan Combination;
o any proposed sale of the mortgaged property other than as
specifically permitted by the related loan documents;
o any acceptance of a discounted payoff of the Georgia-Alabama Retail
Portfolio Loan Combination;
o any determination to bring the mortgaged property or REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the mortgaged property or REO
Property;
S-117
P-->

o any release of any collateral for the mortgage loan (other than in
accordance with the terms of the related loan documents);
o any acceptance of additional or substitute collateral for the
Georgia-Alabama Retail Portfolio Loan Combination (other than in
accordance with the terms of the related loan documents);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause or any
material waiver or modification of any material insurance
requirement set forth in the related loan documents;
o any acceptance of an assumption agreement releasing the borrower, or
any guarantor, from liability under the Georgia-Alabama Retail
Portfolio Loan Combination;
o the approval by holder of the Georgia-Alabama Retail Portfolio Trust
Mortgage Loan of any replacement Special Servicer for the
Georgia-Alabama Retail Portfolio Loan Combination (other than in
connection with the Other Trustee becoming the successor pursuant to
the terms of the Other Pooling and Servicing Agreement);
o any adoption or approval of any plan or reorganization,
restructuring or similar plan in the bankruptcy of the borrower;
o any renewal or replacement of the then-existing insurance policies
to the extent lender's approval is required under the loan
documents;
o any sale of any mortgage loan comprising the Georgia-Alabama Retail
Portfolio Loan Combination (other than in connection with the
exercise of a purchase option under the Other Pooling and Servicing
Agreement);
o any approval of the incurrence of additional debt by the borrower or
any mezzanine financing by any direct or indirect beneficial owner
of the borrower (other than in accordance with the terms of the
related loan documents) and the approval of any related
intercreditor agreement;
o any release of the borrower or any guarantor from liability under
the Georgia-Alabama Retail Portfolio Loan Combination;
o any transfer or pledge of the mortgaged property or any portion
thereof or any transfer or pledge of any direct or indirect
ownership interest in the borrower, except as may be expressly
permitted by the related loan documents or any consent to an
assignment and assumption of the Georgia-Alabama Retail Portfolio
Loan Combination pursuant to the related loan documents;
o the exercise of any right under the loan documents to terminate the
property manager or any approval rights with respect to a change in
property manager; and
o any material reduction or material waiver of any obligations to pay
any reserve amounts under the related loan documents.
The Georgia-Alabama Retail Portfolio Controlling Party (as defined in the
"Glossary" below) is currently the controlling class representative (as designee
of the holder of the Georgia-Alabama Retail Portfolio B-Note Trust Mortgage
Loan) and the holder of the Georgia-Alabama Retail Portfolio B-Note Non-Trust
Mortgage Loan, collectively. In the event the holders of the Georgia-Alabama
Retail Portfolio Junior Mortgage Loans fail to agree on a course of action
within three (3) business days (or such reasonable time period as agreed to by
such holders, subject to the restrictions on timing set forth in the
Georgia-Alabama Retail Portfolio Intercreditor Agreement) after receipt of
notice of a request for Major Action (as such term is defined in the
Georgia-Alabama Retail Portfolio Intercreditor Agreement), each Georgia-Alabama
Retail Portfolio Junior Mortgage Loan holder shall provide the Other Servicer
with a proposal specifying whether to approve or disapprove the Major Action and
the Other Servicer shall determine, based on the proposals, whether to approve
or disapprove the Major Action, subject to the provisions in the Georgia-Alabama
Retail Portfolio Intercreditor Agreement, including that the Other Servicer
shall
S-118
P-->

not make any decision that it reasonably and in good faith considers to be
inconsistent with the Servicing Standard or the REMIC provisions of the code.
Consultation Rights. Under the Georgia-Alabama Retail Portfolio
Intercreditor Agreement, the holder of the Georgia-Alabama Retail Portfolio
Trust Mortgage Loan and the Other Servicer and/or Other Special Servicer are
permitted to consult, on a non-binding basis, with the Georgia-Alabama Retail
Portfolio Controlling Party with respect to certain actions relating to the
Georgia-Alabama Retail Portfolio Loan Combination and the related mortgaged
properties including, among other things, execution or renewal of any lease (if
approval is required by the related loan documents) and waiver of any notice
provisions related to prepayment of all or any portion of the Georgia-Alabama
Retail Portfolio Loan Combination.
Purchase Option. The Georgia-Alabama Retail Portfolio Intercreditor
Agreement provides that if (a) any principal or interest payment with respect to
the Georgia-Alabama Retail Portfolio Loan Combination becomes delinquent, (b)
the Georgia-Alabama Retail Portfolio Loan Combination has been accelerated, (c)
the principal balance of the Georgia-Alabama Retail Portfolio Loan Combination
is not paid at maturity, (d) the related borrower files a petition for
bankruptcy or (e) the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
becomes a specially serviced loan (and an event of default has occurred and is
continuing), then the holder of either of the Georgia-Alabama Retail Portfolio
Junior Loans has the option to purchase the Georgia-Alabama Retail Portfolio
Trust Mortgage Loan from the trust fund and the Georgia-Alabama Retail Portfolio
A-Note Non-Trust Mortgage Loan from the Other Securitization, at a price
generally equal to the aggregate unpaid principal balance of the loans being
purchased, together with all accrued and unpaid interest on that mortgage loan,
to but not including the date of such purchase, plus any related servicing
compensation, advances and interest on advances payable or reimbursable to any
party to the Other Pooling and Servicing Agreement or the 2007-8 pooling and
servicing agreement. In addition, the pooling and servicing agreement grants to
the special servicer and the controlling class holder a fair value purchase
option as described below under "Servicing of the Mortgage Loans--RealizationUpon Defaulted Mortgage Loans."
Cure Rights. In the event that the related borrower fails to make any
scheduled payments due under the related loan documents, the holders of the
Georgia-Alabama Retail Portfolio Junior Mortgage Loans each will have five
business days from the date of receipt of notice of the subject default (or five
business days from the expiration of any applicable grace period, whichever is
longer) to cure the default. In the event of a non-monetary default by the
related borrower, the holders of the Georgia-Alabama Retail Portfolio Junior
Mortgage Loans each will have 30 days from the date of receipt of notice of the
subject default (or 30 days from the expiration of any applicable grace period,
whichever is longer) to cure the default; provided that if the subject
non-monetary default cannot be cured within 30 days, but a holder of the
Georgia-Alabama Retail Portfolio Junior Mortgage Loan has commenced and is
diligently prosecuting the cure of the subject default, the cure period will be
extended for an additional period not to exceed 30 additional days.
Without the prior consent of the holder of the Georgia-Alabama Retail
Portfolio Trust Mortgage Loan, the holders of the Georgia-Alabama Retail
Portfolio Junior Mortgage Loan will not have the right to cure more than six
cure events during the term of the Georgia-Alabama Retail Portfolio Loan
Combination and no single cure event may exceed three months.
The MezzCap Loan Combinations
The Timbercreek Apartments Mortgage Loan, which has a cut-off date
principal balance of $5,317,000, representing approximately 0.2% of the initial
mortgage pool balance and approximately 0.5% of the initial loan group 2
balance, is part of the Loan Combination that we refer to as the Timbercreek
Apartments Loan Combination. The related borrower has encumbered the subject
mortgaged real property with subordinate debt, which constitutes the related
B-Note Non-Trust Loan. The aggregate debt consisting of the underlying trust
mortgage loan and the related B-Note Non-Trust Loan, which two mortgage loans
constitute a Loan Combination, is secured by a single mortgage or deed of trust
on the subject mortgaged real property. We intend to include the underlying
mortgage loan in the trust fund. That B-Note Non-Trust Loan was sold immediately
after origination to Mezz Cap Finance, LLC, and will not be included in the
trust fund. We refer to the Timbercreek Apartments Loan Combination as a
"MezzCap Loan Combination."
S-119
P-->

In the case of the MezzCap Loan Combination, the underlying mortgage loan
and related B-Note Non-Trust Loan are cross-defaulted. The B-Note Non-Trust Loan
has the same maturity date and prepayment structure as the related underlying
trust mortgage loan. For purposes of the information presented in this
prospectus supplement with respect to the underlying mortgage loan that is part
of the MezzCap Loan Combination, unless the context clearly indicates otherwise,
the loan-to-value ratio and debt service coverage ratio information reflects
only the underlying mortgage loan and does not take into account the related
B-Note Non-Trust Loan.
In the case of the MezzCap Loan Combination, the trust, as the holder of
the related underlying mortgage loan, and the holder of the related B-Note
Non-Trust Loan are parties to an intercreditor agreement, which we refer to as
the MezzCap Intercreditor Agreement. The servicing and administration of the
underlying mortgage loan (and, to the extent described below, the related B-Note
Non-Trust Loan) that is part of the MezzCap Loan Combination will be performed
by the applicable master servicer and the special servicer on behalf of the
trust (and, in the case of the related B-Note Non-Trust Loan, on behalf of the
holder of that loan). The applicable master servicer will be required to collect
payments with respect to any B-Note Non-Trust Loan only following the occurrence
of certain events of default with respect to the MezzCap Loan Combination set
forth in the related MezzCap Intercreditor Agreement, each of which events of
default is referred to as a MezzCap Material Default. The following describes
certain provisions of the MezzCap Intercreditor Agreement.
Priority of Payments. The rights of the holder of each B-Note Non-Trust
Loan that is part of the MezzCap Loan Combination to receive payments of
interest, principal and other amounts are subordinate to the rights of the
holder of the related underlying mortgage loan to receive such amounts. So long
as a MezzCap Material Default has not occurred or, if a MezzCap Material Default
has occurred but is no longer continuing with respect to a MezzCap Loan
Combination, the borrower under the MezzCap Loan Combination will be required to
make separate payments of principal and interest to the holder of the related
underlying trust mortgage loan and B-Note Non-Trust Loan. Escrow and reserve
payments will be made to the applicable master servicer on behalf of the trust
as the holder of the underlying mortgage loans. Any voluntary principal
prepayments will be applied as provided in the related loan documents; provided
that any prepayment resulting from the payment of insurance proceeds or
condemnation awards or accepted during the continuance of an event of default
will be applied as though there were an existing MezzCap Material Default. If a
MezzCap Material Default occurs and is continuing with respect to the MezzCap
Loan Combination, then all amounts tendered by the borrower on the related
B-Note Non-Trust Loan will be subordinate to all payments due with respect to
the subject underlying trust mortgage loan and the amounts with respect to the
MezzCap Loan Combination will be paid in the following manner:
o first, to the master servicer, the special servicer and the trustee,
up to the amount of any unreimbursed costs and expenses paid by such
entity, including unreimbursed advances and interest thereon;
o second, to the master servicer and the special servicer, in an
amount equal to the accrued and unpaid servicing fees and/or other
compensation earned by them;
o third, to the subject underlying mortgage loan, in an amount equal
to interest (other than default interest) due with respect to the
subject underlying mortgage loan;
o fourth, to the subject underlying mortgage loan, in an amount equal
to the principal balance of the subject underlying mortgage loan
until paid in full;
o fifth, to the subject underlying mortgage loan, in an amount equal
to any prepayment premium, to the extent actually paid, allocable to
the subject underlying mortgage loan;
o sixth, to the related B-Note Non-Trust Loan up to the amount of any
unreimbursed costs and expenses paid by the holder of the related
B-Note Non-Trust Loan;
o seventh, to the related B-Note Non-Trust Loan, in an amount equal to
interest (other than default interest) due with respect to the
related B-Note Non-Trust Loan;
o eighth, to the related B-Note Non-Trust Loan, in an amount equal to
the principal balance of the related B-Note Non-Trust Loan until
paid in full;
S-120
P-->

o ninth, to the related B-Note Non-Trust Loan, in an amount equal to
any prepayment premium, to the extent actually paid, allocable to
the related B-Note Non-Trust Loan;
o tenth, to the subject underlying mortgage loan and the related
B-Note Non-Trust Loan, in that order, in an amount equal to any
unpaid default interest accrued on the subject underlying mortgage
loan and the related B-Note Non-Trust Loan, respectively; and
o eleventh, to the subject underlying mortgage loan and the related
B-Note Non-Trust Loan, pro rata, based upon the initial principal
balances, any amounts actually collected that represent late payment
charges, other than a prepayment premium or default interest, that
are not payable to the applicable master servicer, the special
servicer or the trustee; and
o twelfth, any excess, to the subject underlying mortgage loan and the
related B-Note Non-Trust Loan, pro rata, based upon the initial
principal balances.
Notwithstanding the foregoing, amounts payable with respect to a B-Note
Non-Trust Loan that is part of the MezzCap Loan Combination will not be
available to cover all costs and expenses associated with the related underlying
mortgage loan. Unless a MezzCap Material Default exists with respect to the
MezzCap Loan Combination, payments of principal and interest with respect to the
related B-Note Non-Trust Loan will be distributed to the holder of the related
B-Note Non-Trust Loan and, accordingly, will not be available to cover certain
expenses that, upon payment out of the trust fund, will constitute Additional
Trust Fund Expenses. For example, a Servicing Transfer Event could occur with
respect to the MezzCap Loan Combination, giving rise to special servicing fees,
at a time when no MezzCap Material Default exists. In addition, following the
resolution of all Servicing Transfer Events (and presumably all MezzCap Material
Defaults) with respect to the MezzCap Loan Combination, workout fees would be
payable. The special servicer has agreed that special servicing fees, workout
fees and principal recovery fees earned with respect to any B-Note Non-Trust
Loan that is part of the MezzCap Loan Combination will be payable solely out of
funds allocable thereto. However, special servicing compensation earned with
respect to an underlying mortgage loan that is part of the MezzCap Loan
Combination, as well as interest on related advances and various other servicing
expenses, will be payable out of collections allocable to that underlying
mortgage loan and/or general collections on the mortgage pool if collections
allocable to the related B-Note Non-Trust Loan are unavailable or insufficient
to cover such items.
If, after the expiration of the right of the holder of the B-Note
Non-Trust Loan that is part of the MezzCap Loan Combination to purchase the
related underlying mortgage loan (as described under "--Purchase Option" below),
the related underlying mortgage loan or the subject B-Note Non-Trust Loan is
modified in connection with a workout so that, with respect to either the
related underlying mortgage loan or the subject B-Note Non-Trust Loan, (a) the
outstanding principal balance is decreased, (b) payments of interest or
principal are waived, reduced or deferred or (c) any other adjustment is made to
any of the terms of the MezzCap Loan Combination, then all payments to the
trust, as the holder of the related underlying mortgage loan, will be made as if
the workout did not occur and the payment terms of the related underlying
mortgage loan will remain the same. In that case, the holder of the subject
B-Note Non-Trust Loan will be required to bear the full economic effect of all
waivers, reductions or deferrals of amounts due on either the related underlying
mortgage loan or the subject B-Note Non-Trust Loan attributable to the workout
(up to the outstanding principal balance, together with accrued interest, of the
subject B-Note Non-Trust Loan).
So long as a MezzCap Material Default has not occurred with respect to the
MezzCap Loan Combination, the master servicer will have no obligation to collect
payments with respect to the related B-Note Non-Trust Loan. A separate servicer
of that B-Note Non-Trust Loan will be responsible for collecting amounts payable
in respect of that B-Note Non-Trust Loan. That servicer will have no servicing
duties or obligations with respect to the related underlying mortgage loan or
the related mortgaged real property. If a MezzCap Material Default occurs with
respect to the MezzCap Loan Combination, the master servicer or the special
servicer, as applicable, will (during the continuance of that MezzCap Material
Default) collect and distribute payments for both the related underlying
mortgage loan and the related B-Note Non-Trust Loan according to the sequential
order of priority provided for in the MezzCap Intercreditor Agreement.
S-121
P-->

Consent Rights. Subject to certain limitations with respect to
modifications and certain rights of the holder of a B-Note Non-Trust Loan that
is part of the MezzCap Loan Combination to purchase the related underlying
mortgage loan (as discussed in the next paragraph and under "--Purchase Option"
below), the holder of that B-Note Non-Trust Loan has no voting, consent or other
rights with respect to the master servicer's or special servicer's
administration of, or the exercise of rights and remedies with respect to, the
MezzCap Loan Combination.
In the case of the MezzCap Loan Combination, the ability of the master
servicer or the special servicer, as applicable, to enter into any assumption,
amendment, deferral, extension, increase or waiver of any term or provision of
the related B-Note Non-Trust Loan, the related underlying mortgage loan or the
related loan documents, is limited by the rights of the holder of the related
B-Note Non-Trust Loan to approve modifications and other actions as contained in
the MezzCap Intercreditor Agreement; provided that the consent of the holder of
a B-Note Non-Trust Loan will not be required in connection with any modification
or other action with respect to the MezzCap Loan Combination after the
expiration of the right of the holder of the related B-Note Non-Trust Loan to
purchase the related underlying mortgage loan; and provided, further, that no
consent or failure to provide consent by the holder of the related B-Note
Non-Trust Loan may cause the master servicer or special servicer to violate
applicable law or any term of the series 2007-8 pooling and servicing agreement,
including the Servicing Standard. The holder of a B-Note Non-Trust Loan that is
part of the MezzCap Combination may not enter into any assumption, amendment,
deferral, extension, increase or waiver of the subject B-Note Non-Trust Loan or
the related loan documents without the prior written consent of the trustee, as
holder of the related underlying mortgage loan, acting through the master
servicer and/or the special servicer as specified in the series 2007-8 pooling
and servicing agreement.
Purchase Option. In the case of the MezzCap Loan Combination, upon the
occurrence of any one of certain defaults that are set forth in the MezzCap
Intercreditor Agreement, the holder of the related B-Note Non-Trust Loan will
have the right to purchase the related underlying mortgage loan at a purchase
price determined under the MezzCap Intercreditor Agreement and generally equal
to the sum of (a) the outstanding principal balance of the related underlying
mortgage loan, (b) accrued and unpaid interest on the outstanding principal
balance of the related underlying mortgage loan (excluding any default interest
or other late payment charges), (c) any unreimbursed servicing advances made by
the master servicer, the special servicer or the trustee with respect to the
related mortgaged real property, together with any advance interest thereon, (d)
reasonable out-of-pocket legal fees and costs incurred in connection with
enforcement of the MezzCap Loan Combination by the master servicer or the
special servicer in accordance with its duties and related to an event of
default, (e) any interest on any unreimbursed P&I advances made by the master
servicer the trustee with respect to the related underlying mortgage loan, (f)
any related master servicing fees, primary servicing fees, special servicing
fees and trustee's fees payable under the series 2007-8 pooling and servicing
agreement, and (g) out-of-pocket expenses incurred by the trustee, the special
servicer or the master servicer with respect to the MezzCap Loan Combination
together with advance interest thereon.
ADDITIONAL LOAN AND PROPERTY INFORMATION
Delinquencies. Each mortgage loan seller will represent in its mortgage
loan purchase agreement that, with respect to the mortgage loans that we will
purchase from that mortgage loan seller, no scheduled payment of principal and
interest under any mortgage loan was 30 days or more past due as of the cut-off
date for such mortgage loan, without giving effect to any applicable grace
period, nor was any scheduled payment 30 days or more delinquent with respect to
any monthly debt service payment at any time since the date of its origination,
without giving effect to any applicable grace period. None of the mortgage loans
has experienced any losses of principal or interest (through forgiveness of debt
or restructuring) since origination.
Tenant Matters. Described and listed below are certain aspects of the some
of the tenants at the mortgaged real properties for the mortgage loans--
o One hundred eighty-one (181) of the mortgaged real properties,
securing approximately 33.0% of the initial mortgage pool balance
and approximately 57.4% of the initial loan group 1 balance, are, in
each case, a retail property, an office property or an
industrial/warehouse property that is leased to one or more major
tenants that each occupies at least 25% of the net rentable area of
the
S-122
P-->

particular property. A number of companies are major tenants at more
than one of the mortgaged real properties.
o Sixty-eight (68) of the mortgaged real properties, securing
approximately 8.3% of the initial mortgage pool balance and
approximately 14.5% of the initial loan group 1 balance, are
entirely or substantially leased to a single tenant.
o There are several cases in which a particular entity is a tenant at
more than one of the mortgaged real properties, and although it may
not be a major tenant at any of those properties, it is significant
to the success of the properties.
o Certain tenant leases at the mortgaged real properties (including
mortgaged real properties leased to a single tenant) have terms that
are shorter than the terms of the related mortgage loans and, in
some cases, significantly shorter. See Annex A-1 to this prospectus
supplement for information regarding lease term expirations with
respect to the three largest tenants at the mortgaged real
properties.
o Certain of the mortgaged real properties (for example, loan number 6
representing security for approximately 2.3% of the initial mortgage
pool balance and approximately 5.5% of the initial loan group 2
balance), are multifamily rental properties that have a material
tenant concentration of students. Those kinds of mortgaged real
properties may experience more fluctuations in occupancy rate than
other types of properties.
o One (1) loan, representing approximately 10.3% of the initial
mortgage pool balance and approximately 24.2% of the initial loan
group 2 balance is secured by manufactured housing properties of
which certain affiliates of the related borrower have master leased
or may master lease portions of the mortgaged properties, and in
turn sublease individual manufactured homes and lots to residential
subtenants.
o With respect to certain of the mortgage loans, one or more of the
tenants may be local, state or federal governmental entities
(including mortgaged real properties leased to a single tenant).
These entities may have the right to terminate their leases at any
time, subject to various conditions, including notice to the
landlord or a loss of available funding.
o With respect to certain of the mortgage loans, one or more tenants
(which may include significant tenants) have lease expiration dates
or early termination options, that occur prior to the maturity date
of the related mortgage loan. Additionally, mortgage loans may have
concentrations of leases expiring at varying rates in varying
percentages prior to the related maturity date and in some
situations, all of the leases, at a mortgaged real property may
expire prior to the related maturity date. Even if vacated space is
successfully relet, the costs associated with reletting, including
tenant improvements and leasing commissions, could be substantial
and could reduce cash flow from the mortgaged real properties.
o With respect to certain of the mortgage loans, one or more of the
tenants at the related mortgaged real property may be "dark", have
yet to take possession of their leased premises or may have taken
possession of their leased premises but have yet to open their
respective businesses to the general public and, in some cases, may
not have commenced paying rent under their leases.
Ground Leases. In the case of each of seven (7) mortgaged real properties,
representing approximately 3.0% of the initial mortgage pool balance and
approximately 5.2% of the initial loan group 1 balance, and approximately 0.1%
of the initial loan group 2 balance, the related mortgage constitutes a lien on
the related borrower's leasehold or sub-leasehold interest in the subject
mortgaged real property, but not on the corresponding fee interest. In each case
(except as specified below), the related ground lease or sub-ground lease, after
giving effect to all extension options exercisable at the option of the relevant
lender, expires more than ten (10) years after the stated maturity of the
related mortgage loan and the ground lessor has agreed to give the holder of the
related mortgage loan notice of, and the right to cure, any default or breach by
the related ground lessee.
S-123
P-->

In the case of one (1) mortgage loan (loan number 3), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Executive Hills Portfolio, representing approximately 4.1% of the initial
mortgage pool balance and approximately 7.1% of the initial loan group 1
balance, with respect to one of the nine mortgaged real properties included in
the portfolio, the related borrower holds a fee simple interest for a majority
of the subject mortgaged real property and a leasehold interest for a small
portion of the subject mortgaged real property. Neither the building nor the
parking structure are situated on the leasehold portion of the subject mortgaged
property. Such leasehold portion only includes paved surface parking. The
related ground lease for the leasehold portion of the subject mortgaged real
property expires approximately five (5) years prior to the stated maturity of
the related mortgage loan. The mortgage loan was closed with the borrower having
30 days to obtain, among other things, a twenty-five (25) year extension of the
ground lease term from the ground lessor. The terms of the post-closing
agreement have not yet been satisfied and the time frame has been extended an
additional 60 days.
In addition, in the case of one (1) mortgage loan, (loan number 28),
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Residence Inn Carlsbad, representing approximately 0.8%
of the initial mortgage pool balance and approximately 1.4% of the initial loan
group 1 balance, the mortgage loan is secured by both the related borrower's
leasehold interest and the ground lessor's fee interest in the mortgaged
property. Although this mortgaged real property is being characterized as a fee
interest above, the mortgage loan documents permit the release of the fee
interest subject to the satisfaction of certain conditions including:
o the ground lessor or any subsequent owner executes estoppel
agreements required by the lender;
o the debt service coverage ratio is at least 1.35x (or if a mezzanine
loan is in place, then the debt service coverage ratio must be at
least 1.20x);
o the lender has received all required documentation to effectuate
such release; and
o the sale is an arms-length transaction.
See "Risk Factors--Lending on Ground Leases Creates Risks for Lenders ThatAre Not Present When Lending on an Actual Ownership Interest in a Real Property"
and "Legal Aspects Of Mortgage Loans--Foreclosure--Leasehold Considerations" in
the accompanying base prospectus.
Additional and Other Financing.
Additional Secured Debt. In the case of each of the Trust Mortgage Loans,
the related mortgage also secures the related Non-Trust Loan, which will not be
included in the trust fund. See "--The Loan Combinations" above for a
description of certain aspects of the related Loan Combinations.
In the case of one (1) mortgage loan, (loan number 61), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Casino Self Storage, representing approximately 0.4% of the initial mortgage
pool balance and approximately 0.7% of the initial loan group 1 balance, there
is a junior lien on the related mortgaged property held by the City of Moorpark,
California. Pursuant to a certain 2003 settlement agreement resulting from a
zoning dispute between the related borrower and the city, the city agreed to a
certain zoning classification and the related borrower agreed to pay the city
$1,200,000 in installments over a period of 14 years. The related borrower's
obligation to pay the city is secured by a deed of trust which is junior to any
permanent financing , including the mortgage loan, pursuant to a subordination
agreement in favor of any permanent lender. The outstanding balance on the deed
of trust is $960,000.
In the case of eight (8) mortgage loans, representing approximately 7.0%
of the initial mortgage pool balance (five (5) mortgage loans in loan group 1,
representing approximately 9.7% of the initial loan group 1 balance, and three
(3) mortgage loans in loan group 2, representing approximately 3.3% of the
initial loan group 2 balance), the owners of the related borrowers are permitted
to incur subordinate debt secured by a lien on the related mortgaged real
property, as identified in the table below. The incurrence of this subordinate
indebtedness is generally subject to certain conditions, that may include any
one or more of the following conditions--
o consent of the mortgage lender;
S-124
P-->

o satisfaction of loan-to-value tests, which provide that the
aggregate principal balance of the related mortgage loan and the
subject subordinate debt may not exceed a specified percentage of
the value of the related mortgaged real property and debt service
coverage tests, which provide that the combined debt service
coverage ratio of the related mortgage loan and the subject
subordinate loan may not be less than a specified number;
o subordination of the subordinate debt pursuant to a subordination
and intercreditor agreement; and/or
o confirmation from each rating agency that the subordinate financing
will not result in a downgrade, qualification or withdrawal of the
then current ratings of the offered certificates.
MORTGAGE LOAN CUT-OFF MAXIMUM COMBINED LTV
LOAN GROUP MORTGAGED REAL PROPERTY DATE BALANCE RATIO MINIMUM COMBINED DSCR
---------- ---------------------------- --------------------- -------------------- ---------------------
1 Executive Hills Portfolio $99,900,000 80% 1.20x
Pride Drive Business
1 Center(1) 23,500,000 80% 1.20x
2 The Haven Apartments 23,000,000 80% 1.20x
2 Edge Lake Apartments(2) 9,000,000 80% 1.10x
1 Douglasville Day Center(3) 6,900,000 75% 1.25x(3)
1 Paramount Self Storage 2,840,565 70% 1.40x
2 Swansonian Apartments 2,300,000 80% 1.20x
1 1515 Walsh Ave Industrial(4) 2,126,207 75% 1.25x
_____________
(1) Not permitted to be incurred in the first 12 months of the related loan
closing or in the 24 months prior to the loan maturity date.
(2) Not permitted to be incurred until 12 months after the related loan
closing date.
(3) Not permitted to be incurred in the first 24 months of the related loan
closing. DSCR shown is the actual DSCR. The DSCR assuming an interest rate
of 9.25% is 1.15x.
(4) Not permitted to be incurred until 6 months after the related loan closing
date.
Except as described above, the mortgage loans do not permit the related
borrowers to enter into additional subordinate or other financing that is
secured by the related mortgaged real properties without the lender's consent.
See "Risk Factors--Risks Relating to the Mortgage Loans--A Borrower's Other
Loans May Reduce the Cash Flow Available to the Mortgaged Real Property Which
May Adversely Affect Payment on Your Certificates; Mezzanine Financing Reduces a
Principal's Equity in, and Therefore Its Incentive to Support, a Mortgaged Real
Property" in this prospectus supplement. See also, See "Risk Factors--AdditionalSecured Debt Increases the Likelihood That a Borrower Will Default on a MortgageLoan Underlying Your Offered Certificates" and "Legal Aspects Of MortgageLoans--Subordinate Financing" in the accompanying base prospectus.
Mezzanine Debt. In the case of three (3) mortgage loans, representing
approximately 1.1% of the initial mortgage pool balance (one (1) mortgage loan
in loan group 1, representing approximately 0.4% of the initial loan group 1
balance, and two (2) mortgage loans in loan group 2, representing approximately
1.9% of the initial loan group 2 balance), the owner(s) of the related borrower
have pledged their interests in the borrower to secure secondary financing in
the form of mezzanine debt, as indicated in the table below.
INTEREST
MORTGAGE ORIGINAL RATE ON
LOAN LOAN MORTGAGED PROPERTY LOAN CUT-OFF MEZZANINE DEBT AGGREGATE MATURITY DATE OF MEZZANINE
NUMBER GROUP NAME DATE BALANCE BALANCE DEBT BALANCE MEZZANINE LOAN LOAN
------ ----- -------------------- ------------ -------------- ------------ ---------------- ---------
55 2 Plaza Apartments $ 11,120,000 $1,380,000 $ 12,500,000 5/8/12 12.50%
70 2 Brooklyn Apartments $ 8,800,000 $ 340,000 $ 9,140,000 5/8/17 12.50%
Mooresville Town
89 1 Square $ 6,067,231 $ 580,000 $ 6,647,231 7/18/17 12.50%
In the case of each of the above described mortgage loans with existing
mezzanine debt, the mezzanine loan was made by the related mortgage loan seller
as mezzanine lender simultaneously with the origination of the mortgage loan and
is subject to an intercreditor agreement entered into between the holder of the
mortgage loan and
S-125
P-->

the mezzanine lender, under which, generally, among other covenants and
agreements between the mezzanine lender and the mortgage lender, the mezzanine
lender--
o has agreed, among other things, not to acquire the equity ownership
interests in the related mortgage borrower constituting collateral
securing its related mezzanine loan without either the consent of
the holder of the mortgage loan or written confirmation from the
rating agencies that an enforcement action would not cause the
downgrade, withdrawal or qualification of the then current ratings
of the offered certificates, unless certain conditions are met
relating to the identity and status of the transferee of the
collateral and the replacement property manager and, in certain
cases, the delivery of an acceptable non-consolidation opinion
letter by counsel, and
o has subordinated and made junior its related mezzanine loan to the
related mortgage loan (other than as to its interest in the pledged
collateral) and has the option to purchase the related mortgage loan
if that mortgage loan becomes a defaulted mortgage loan, and the
option to cure the default.
In the case of thirty-two (32) mortgage loans, representing approximately
20.0% of the initial mortgage pool balance (twenty-six (26) mortgage loans in
loan group 1, representing approximately 26.4% of the initial loan group 1
balance, and six (6) mortgage loans in loan group 2, representing approximately
11.3% of the initial loan group 2 balance), the owners of the related borrowers
are permitted to pledge their ownership interests in the borrowers as collateral
for mezzanine debt in the future, as identified in the table below. The
incurrence of this mezzanine indebtedness is generally subject to certain
conditions, that may include any one or more of the following conditions--
o consent of the mortgage lender;
o satisfaction of loan-to-value tests, which provide that the
aggregate principal balance of the related mortgage loan and the
subject mezzanine debt may not exceed a specified percentage of the
value of the related mortgaged real property and debt service
coverage tests, which provide that the combined debt service
coverage ratio of the related mortgage loan and the subject
mezzanine loan may not be less than a specified number;
o subordination of the mezzanine debt pursuant to a subordination and
intercreditor agreement; and/or
o confirmation from each rating agency that the mezzanine financing
will not result in a downgrade, qualification or withdrawal of the
then current ratings of the offered certificates.
FUTURE MEZZ
--------------------
MORTGAGE MAX
LOAN CUT-OFF COMBINED
LOAN NUMBER GROUP PROPERTY NAME BALANCE LTV MIN COMBINED DSCR
----------- ------- ----------------------------------- ----------- --------- ------------------
4 1 Peninsula Beverly Hills(1) $79,300,000 80% 1.15x(7)
6 2 Towers at University Town Center $56,835,903 90% 1.05x
8 1 Douglas Corporate Center I & II $36,000,000 75% N/A
13 1 Hilltop Plaza(8) $24,600,000 80% 1.20x(7)
15 1 Pride Drive Business Center(2) $23,500,000 80% 1.20x
17 1 Hollister Business Park $23,000,000 85% 1.10x
16 2 The Haven Apartments $23,000,000 90% 1.05x
28 1 Residence Inn Carlsbad(1) $19,000,000 80% 1.20x(7)
29 1 CVS Distribution Facility $18,700,000 76% 1.50x
32 1 Edgewater in Denver(4) $17,600,000 80% 1.20x(7)
34 2 Oakleigh Apartments $15,471,261 85% 1.10x
37 1 Legacy Oaks at Spring Hill $15,000,000 85% 1.07x
36 1 Solita Soho Hotel $15,000,000 75% 1.40x
44 1 Celebration at Six Forks(4) $13,370,000 90% 1.10x
46 1 Alexander Village at Brier Creek(4) $13,150,000 90% 1.10x
56 2 PKL Multifamily Portfolio $11,080,000 90% N/A
S-126
P-->

FUTURE MEZZ
--------------------
MORTGAGE MAX
LOAN CUT-OFF COMBINED
LOAN NUMBER GROUP PROPERTY NAME BALANCE LTV MIN COMBINED DSCR
----------- ------- ----------------------------------- ----------- --------- ------------------
60 1 Federal Way Crossings II $10,500,000 80% 1.20x
62 1 El Pueblito Shopping Center $10,000,000 90% 1.05x
68 2 Edge Lake Apartments(3) $ 9,000,000 80% 1.10x
79 1 Walgreens - Tarzana $ 6,870,000 85% 1.10x
91 1 Raleigh Eastgate Shopping Center(4) $ 6,000,000 90% 1.10x
95 1 Grandview Plaza(5) $ 5,700,000 80% 1.16x(6)
100 1 HK Systems(9) $ 5,300,000 80% 1.15x
113 1 925 Broadbeck Drive $ 4,305,000 85% 1.07x
117 1 PKL Commercial Portfolio $ 4,200,000 90% N/A
121 1 Carson Street Retail $ 3,877,931 80% 1.15x
122 1 Kerr Drug - Durham $ 3,820,000 90% 1.05x
124 1 Kerr Drug - Hillsborough $ 3,720,000 90% 1.05x
138 1 2247 North Milwaukee $ 2,997,340 80% 1.20x
149 1 FedEx Moline $ 2,725,000 85% 1.05x
179 1 PetCo - Modesto $ 2,000,000 80% 1.15x
193 2 Saticoy Street Apartments $ 1,650,000 75% 1.20x(7)
_____________________________________
(1) Not permitted to be incurred until 24 months after the securitization
closing date.
(2) Not permitted to be incurred in the first 12 months of the related loan
closing or in the 24 months prior to the loan maturity date.
(3) Not permitted to be incurred in the first 12 months of the related loan
closing.
(4) Not permitted to be incurred in the first 24 months of the related loan
closing.
(5) Not permitted to be incurred in the first 36 months of the related loan
closing.
(6) The DSCR must be equal to or greater than the DSCR of the related mortgage
loan at closing.
(7) DSCR shown for each loan is the actual DSCR. The DSCR for each loan
assuming an interest rate of 9.25% is 1.00x, 0.90x, 0.90x, 0.90x and
1.00x, respectively.
(8) Not permitted to be incurred until 24 months after the related loan
closing and only in connection with the transfer of property and
assumption of the loan pursuant to the related loan agreement.
(9) LTV and DSCR shown are after a transfer of the related mortgaged property.
The LTV and DSCR prior to such transfer are 90% and 1.07x, respectively.
While a mezzanine lender has no security interest in or rights to the
mortgaged real property securing the related mortgage borrower's mortgage loan,
a default under a mezzanine loan could cause a change in control in the related
mortgage borrower as a result of the realization on the pledged ownership
interests by the mezzanine lender. See "Risk Factors--Risks Relating to the
Mortgage Loans--A Borrower's Other Loans May Reduce the Cash Flow Available to
the Mortgaged Real Property Which May Adversely Affect Payment on Your
Certificates; Mezzanine Financing Reduces a Principal's Equity in, and Therefore
Its Incentive to Support, a Mortgaged Real Property" in this prospectus
supplement.
Unsecured and Other Debt. The mortgage loans generally do not prohibit the
related borrower from incurring other obligations in the ordinary course of
business relating to the mortgaged real property, including, but not limited to,
trade payables and capital expenditures, or from incurring indebtedness and/or
entering into financing leases secured by or covering equipment or other
personal property located at or used in connection with the mortgaged real
property. Therefore, under certain of the mortgage loans, the borrower has
incurred or is permitted to incur additional financing that is not secured by
the mortgaged real property. In addition, borrowers that have not agreed to
certain special purpose covenants in the related loan documents are not
prohibited from incurring additional debt.
S-127
P-->

In addition to the foregoing types of additional debt a borrower may have
incurred or is permitted to incur, we are aware, that in the case of two (2)
mortgage loans (loan numbers 42 and 93), representing approximately 0.8% of the
initial mortgage pool balance, the related borrowers have incurred, or are
permitted to incur, subordinate unsecured indebtedness.
In the case of one mortgage loan (loan number 2) secured by the mortgaged
real property identified on Annex A-1 to this prospectus supplement as Farallon
Portfolio, representing approximately 10.3% of the initial mortgage pool balance
and approximately 24.2% of the initial loan group 2 balance, certain affiliates
of the related borrower are permitted to enter into a revolving credit facility
secured by a non-controlling interest in the related borrower, in the maximum
amount of up to (x) $15,000,000 during the first year of the related mortgage
loan and (y) $25,000,000 thereafter.
Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans have any other debt outstanding. We make no
representation with respect to the mortgage loans as to whether any other
subordinate financing currently encumbers any mortgaged real property, whether
any borrower has incurred material unsecured debt or whether a third-party holds
debt secured by a pledge of an equity interest in a related borrower.
Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan, the related originator examined whether the use and
operation of the mortgaged real property were in material compliance with
zoning, land-use, building, fire and health ordinances, rules, regulations and
orders then-applicable to that property. Evidence of this compliance may have
been in the form of legal opinions, surveys, recorded documents, letters from
government officials or agencies, title insurance endorsements, engineering or
consulting reports and/or representations by the related borrower. In some
cases, a certificate of occupancy was not available. Where the property as
currently operated is a permitted nonconforming use and/or structure, an
analysis was generally conducted as to--
o the likelihood that a material casualty would occur that would
prevent the property from being rebuilt in its current form; and
o whether existing replacement cost hazard insurance or, if necessary,
supplemental law or ordinance coverage would, in the event of a
material casualty, be sufficient--
1. to satisfy the entire mortgage loan; or
2. taking into account the cost of repair, to pay down the
mortgage loan to a level that the remaining collateral would
be adequate security for the remaining loan amount.
Notwithstanding the foregoing, we cannot assure you, however, that any
such analysis, or that the above determinations, were made in each and every
case.
Lockboxes. Fifty-nine (59) mortgage loans, representing approximately
56.9% of the initial mortgage pool balance (fifty-one (51) mortgage loans in
loan group 1, representing approximately 50.6% of the initial loan group 1
balance and eight (8) mortgage loans in loan group 2, representing approximately
65.5% of the initial loan group 2 balance), generally provide that all rents,
credit card receipts, accounts receivables payments and other income derived
from the related mortgaged real properties will be paid into one of the
following types of lockboxes, each of which is described below.
S-128
P-->

o LOCKBOXES IN EFFECT ON THE DATE OF CLOSING. Income (or a portion
thereof sufficient to pay monthly debt service) is paid directly to
a lockbox account controlled by the lender, or both the borrower and
the lender, except that with respect to multifamily and manufactured
housing properties, income is collected and deposited in the lockbox
account by the manager of the mortgaged real property and, with
respect to hospitality properties, cash or "over-the-counter"
receipts are deposited into the lockbox account by the manager,
while credit card receivables are deposited directly into a lockbox
account. In the case of such lockboxes, funds deposited into the
lockbox account are disbursed either--
1. in accordance with the related loan documents to satisfy the
borrower's obligation to pay, among other things, debt service
payments, taxes and insurance and reserve account deposits; or
2. to the borrower on a daily or other periodic basis, until the
occurrence of a triggering event, following which the funds
will be disbursed to satisfy the borrower's obligation to pay,
among other things, debt service payments, taxes and insurance
and reserve account deposits.
In some cases, the lockbox account is currently under the control of
both the borrower and the lender, to which the borrower will have
access until the occurrence of the triggering event, after which no
such access will be permitted. In other cases, the related loan
documents require the borrower to establish the lockbox but each
account has not yet been established.
For purposes of this prospectus supplement, a lockbox is considered
to be a "hard" lockbox when income from the subject property is paid
directly by tenants (or, with respect to manufactured housing
properties, by borrowers or a property manager) into a lockbox
account controlled by the lender. A lockbox is considered to be a
"soft" lockbox (for all property types other than manufactured
housing) when income from the subject property is paid into a
lockbox account controlled by the lender, by the borrower or a
property manager.
o SPRINGING LOCKBOX. Income is collected by or otherwise accessible to
the borrower until the occurrence of a triggering event, following
which a lockbox of the type described above is put in place, from
which funds are disbursed to a lender controlled account and used to
pay, among other things, debt service payments, taxes and insurance
and reserve account deposits. Examples of triggering events may
include:
1. a failure to pay the related mortgage loan in full on or
before any related anticipated repayment date; or
2. a decline by more than a specified amount, in the net
operating income of the related mortgaged real property; or
3. a failure to meet a specified debt service coverage ratio; or
4. an event of default under the mortgage.
For purposes of this prospectus supplement, a springing lockbox is an
account, which may be a hard or soft lockbox, that is required to be established
by the borrower upon the occurrence of a trigger event.
The fifty-nine (59) mortgage loans referred to above provide for lockbox
accounts as follows:
% OF INITIAL % OF INITIAL LOAN % OF INITIAL LOAN
NUMBER OF MORTGAGE POOL GROUP 1 PRINCIPAL GROUP 2 PRINCIPAL
LOCKBOX TYPE MORTGAGE LOANS BALANCE BALANCE BALANCE
------------------------------- -------------- ------------- ----------------- ------------------
Hard 33 40.7% 28.9% 56.6%
Soft 7 6.9% 5.3% 8.9%
None at Closing, Springing Hard 11 6.4% 11.2% 0.0%
None at Closing, Springing Soft 6 2.3% 3.9% 0.0%
Soft at Closing, Springing Hard 2 0.7% 1.2% 0.0%
S-129
P-->

Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans generally require the related borrower
to maintain with respect to the corresponding mortgaged real property the
following insurance coverage--
o hazard insurance in an amount that generally is, subject to an
approved deductible, at least equal to the lesser of--
1. the outstanding principal balance of the mortgage loan; and
2. the full insurable replacement cost or insurable value of the
improvements located on the insured property;
o if any portion of the improvements on the property was in an area
identified in the federal register by the Federal Emergency
Management Agency as having special flood hazards, flood insurance
meeting the requirements of the Federal Insurance Administration
guidelines, in an amount that is equal to the least of--
1. the outstanding principal balance of the related mortgage
loan;
2. the full insurable replacement cost or insurable value of the
improvements on the insured property; and
3. the maximum amount of insurance available under the National
Flood Insurance Act of 1968;
o commercial general liability insurance against claims for personal
and bodily injury, death or property damage; and
o business interruption or rent loss insurance.
Certain mortgage loans permit a borrower to satisfy its insurance coverage
requirement by permitting its tenant to self-insure (including with respect to
terrorism insurance coverage).
In general, the mortgaged real properties securing the mortgage loans,
including those properties located in California, are not insured against
earthquake risks. In the case of those properties located in California, other
than those that are manufactured housing communities or self storage facilities,
a third-party consultant conducted seismic studies to assess the probable
maximum loss for the property. However, with respect to the following mortgaged
properties located in California, identified on Annex A-1 as loan numbers 197,
209, 214, 215, 216, 217 and 218, no seismic studies were conducted. With respect
to any seismic study conducted in California or other locations, except as
indicated in the following sentence, none of the resulting reports concluded
that a mortgaged real property was likely to experience a probable maximum loss
in excess of 20% of the estimated replacement cost of the improvements. In the
case of the mortgage loan identified on Annex A-1 to this prospectus supplement
as Bank of Everett Tower, representing approximately 0.3% of the initial
mortgage pool balance and approximately 0.6% of the initial loan group 1
balance, the probable maximum loss exceeds 20% and the related borrower has
earthquake insurance in place. In the case of the mortgage loans identified on
Annex A-1 to this prospectus supplement as 1544 Placentia Ave Apartments and
1607 Greenfield Apartments, collectively representing approximately 0.2% of the
initial mortgage pool balance and approximately 0.4% of the initial loan group 2
balance, although the probable maximum loss was determined to exceed 20%, the
lender waived its requirement that the borrower carry earthquake insurance In
the case of the mortgage loan identified on Annex A-1 to this prospectus
supplement as U-Haul Vacaville, representing approximately 0.2% of the initial
mortgage pool balance and approximately 0.4% of the initial loan group 1
balance, although the probable maximum loss was determined to exceed 25%, the
lender waived its requirement that the borrower carry earthquake insurance.
S-130
P-->

Each master servicer (with respect to each of the mortgage loans serviced
by it, including those of such mortgage loans that have become specially
serviced mortgage loans), and the special servicer, with respect to REO
Properties, will be required to use reasonable efforts, consistent with the
Servicing Standard, to cause each borrower to maintain, or if the borrower does
not maintain, the applicable master servicer will itself maintain, to the extent
available at commercially reasonable rates and that the trustee has an insurable
interest therein, for the related mortgaged real property, all insurance
required by the terms of the loan documents and the related mortgage.
Where insurance coverage at the mortgaged real property for any mortgage
loan is left to the lender's discretion, the master servicers will be required
to exercise such discretion in accordance with the Servicing Standard, and to
the extent that any mortgage loan so permits, the related borrower will be
required to exercise its efforts to obtain insurance from insurers which have a
minimum claims-paying ability rating of at least "A" by each of S&P and Fitch
(or the obligations of which are guaranteed or backed by a company having such
claims-paying ability), and where insurance is obtained by a master servicer,
such insurance must be from insurers that meet such requirements. In addition to
the foregoing, neither master servicer will be required to cause to be
maintained or to itself obtain and maintain any earthquake or environmental
insurance policy unless a policy providing such coverage was in effect either at
the time of the origination of the related mortgage loan or at the time of
initial issuance of the certificates.
In some cases, however, insurance may not be available from insurers that
are rated by any of S&P and Fitch. In that case, the applicable master servicer
or the special servicer, as the case may be, will be required to use reasonable
efforts, consistent with the servicing standard, to cause the borrower to
maintain, or will itself maintain, as the case may be, insurance with insurers
having the next highest ratings that are offering the required insurance at
commercially reasonable rates.
Various forms of insurance maintained with respect to any of the mortgaged
real properties for the mortgage loans, including casualty insurance,
environmental insurance and earthquake insurance, may be provided under a
blanket insurance policy. That blanket insurance policy will also cover other
real properties, some of which may not secure loans in the trust. As a result of
total limits under any of those blanket policies, losses at other properties
covered by the blanket insurance policy may reduce the amount of insurance
coverage with respect to a property securing one of the mortgage loans in the
trust. See "Risk Factors--Risks Related to the Mortgage Loans--The Absence or
Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments
on Your Certificates" in this prospectus supplement and "Risk Factors--Lack ofInsurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses"
in the accompanying base prospectus.
With limited exception, the mortgage loans generally provide that
insurance and condemnation proceeds are to be applied either--
o to restore the mortgaged real property; or
o towards payment of the mortgage loan.
If any mortgaged real property is acquired by the trust through
foreclosure, deed in lieu of foreclosure or otherwise following a default on the
related mortgage loan, the special servicer will be required to maintain for
that property generally the same types of insurance policies providing coverage
in the same amounts as were previously required under the related mortgage loan.
The special servicer will not be required to obtain any insurance for an REO
Property that was previously required under the related mortgage if (a) such
insurance is not available at any rate; or (b) as determined by the special
servicer following due inquiry conducted in a manner consistent with the
Servicing Standard and subject to the rights of and consultation with the
controlling class representative, such insurance is not available at
commercially reasonable rates and the subject hazards are not commonly insured
against by prudent owners of similar real properties in similar locales.
The master servicers and the special servicer may each satisfy their
obligations regarding maintenance of the hazard insurance policies referred to
in this prospectus supplement by maintaining a blanket insurance policy or a
master force-placed insurance policy insuring (or entitling the applicable party
to obtain insurance) against hazard losses on all of the mortgage loans for
which they are responsible. If any blanket insurance policy maintained by a
master servicer or the special servicer contains a deductible clause, however,
the applicable master servicer or the
S-131
P-->

special servicer, as the case may be, will be required, in the event of a
casualty covered by that policy, to pay out of its own funds all sums that--
o are not paid because of the deductible clause; and
o would have been paid if an individual hazard insurance policy
referred to above had been in place.
The applicable originator and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan. It is expected that each title insurer will enter into
co-insurance and reinsurance arrangements with respect to the title insurance
policy as are customary in the title insurance industry. Subject to standard
exceptions, including those regarding claims made in the context of insolvency
proceedings, each title insurance policy will provide coverage to the trustee
for the benefit of the certificateholders for claims made against the trustee
regarding the priority and validity of the borrower's title to the subject
mortgaged real property.
ASSESSMENTS OF PROPERTY CONDITIONProperty Inspections. All of the mortgaged real properties for the
mortgage loans were inspected in connection with the origination or acquisition
of the related mortgage loan to assess their general condition. No inspection
revealed any patent structural deficiency or any deferred maintenance considered
material and adverse to the interests of the holders of the offered
certificates, except in such cases where adequate reserves have been
established.
Appraisals. All of the mortgaged real properties for the mortgage loans
were appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute in accordance with the Federal Institutions Reform, Recovery
and Enforcement Act of 1989. The primary purpose of each of those appraisals was
to provide an opinion of the fair market value of the related mortgaged real
property. There can be no assurance that another appraiser would have arrived at
the same opinion of value. The resulting appraised values are shown on Annex A-1
to this prospectus supplement.
Environmental Assessments. A third-party environmental consultant
conducted a Phase I environmental site assessment, or updated a previously
conducted assessment (which update may have been pursuant to a database update),
with respect to the mortgaged real properties, other than the mortgaged real
properties securing the mortgage loans identified on Annex A-1 to this
prospectus supplement as loan numbers 115, 152, 159, 160, 165, 171, 191, 197,
198, 199, 201, 203, 209, 210, 213, 214, 215, 216, 217 and 218. All of the Phase
I environmental site assessments or updates occurred during the 12-month period
ending on the cut-off date, except with respect to loan numbers 7.15.
In the case of three (3) mortgaged real properties, representing
approximately 0.6% of the initial mortgage pool balance, and approximately 1.1%
of the initial loan group 1 balance, a third-party consultant also conducted a
Phase II environmental site assessment of each such mortgaged real property.
The environmental testing at any particular mortgaged real property did
not necessarily cover all potential environmental issues. For example, tests for
radon, lead-based paint and lead in water were generally performed only at
multifamily rental properties and only when the originator of the related
mortgage loan believed this testing was warranted under the circumstances.
If the environmental investigations described above identified material
adverse or potentially material adverse environmental conditions at or with
respect to any of the respective mortgaged real properties securing a mortgage
loan or at a nearby property with potential to affect a mortgaged real property,
then one of the following occurred:
o an environmental consultant investigated those conditions and
recommended no further investigations or remediation; or
S-132
P-->

o an operation and maintenance plan or other remediation was required
and/or an escrow reserve was established to cover the estimated
costs of obtaining that plan and/or effecting that remediation; or
o those conditions were remediated or abated prior to the closing
date; or
o a letter was obtained from the applicable regulatory authority
stating that no further action was required; or
o an environmental liability insurance policy was obtained, a letter
of credit was provided, an escrow reserve account was established,
another party has acknowledged responsibility, or an indemnity from
the responsible party was obtained to cover the estimated costs of
any required investigation, testing, monitoring or remediation; or
o in those cases where an offsite property is the location of a
leaking underground storage tank or groundwater or soil
contamination, a responsible party has been identified under
applicable law, and generally either--
1. that condition is not known to have affected the mortgaged
real property; or
2. the responsible party has either received a letter from the
applicable regulatory agency stating no further action is
required, established a remediation fund, engaged in
responsive remediation, or provided an indemnity or guaranty
to the borrower; or
3. an environmental insurance policy was obtained (which was not
for the primary benefit of a secured lender).
In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold, and/or radon. Where these
substances were present, the environmental consultant often recommended, and the
related loan documents required--
o the establishment of an operation and maintenance plan to address
the issue, or
o in some cases involving asbestos-containing materials, lead-based
paint, mold and/or radon, an abatement or removal program or a
long-term testing program.
In a few cases, the particular asbestos-containing materials, lead-based
paint, mold and/or radon was in need of repair or other remediation. This could
result in a claim for damages by any party injured by that condition. In certain
cases, the related lender did not require the establishment of an operation and
maintenance plan despite the identification of issues involving
asbestos-containing materials and/or lead-based paint.
In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potentially material adverse environmental
condition at a mortgaged real property securing a mortgage loan, because a
responsible party with respect to that condition had already been identified.
There can be no assurance, however, that such a responsible party will be
financially able to address the subject condition.
In some cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of a
mortgage loan required the related borrower generally:
o to carry out the specific remedial measures prior to closing;
o carry out the specific remedial measures post-closing and, if deemed
necessary by the related originator of the subject mortgage loan,
deposit with the lender a cash reserve in an amount generally equal
to 100% to 125% of the estimated cost to complete the remedial
measures; or
o to monitor the environmental condition and/or to carry out
additional testing, in the manner and within the time frame
specified in the related loan documents.
S-133
P-->

Some borrowers under the mortgage loans have not satisfied all
post-closing obligations required by the related loan documents with respect to
environmental matters. There can be no assurance that recommended operations and
maintenance plans have been or will continue to be implemented.
In some cases, the environmental assessment for a mortgaged real property
identified potential and, in some cases, significant environmental issues at
nearby properties. The resulting environmental report indicated, however, that--
o the mortgaged real property had not been affected or had been
minimally affected,
o the potential for the problem to affect the mortgaged real property
was limited, or
o a person responsible for remediation had been identified.
The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged real properties is based on
the environmental site assessments referred to in this "--EnvironmentalAssessments" subsection and has not been independently verified by--
o us,
o any of the other parties to the pooling and servicing agreement,
o any of the mortgage loan sellers,
o any of the underwriters, or
o the affiliates of any of these parties.
There can be no assurance that the environmental assessments or studies,
as applicable, identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged real properties.
See "Risk Factors--Risks Related to the Mortgage Loans--Lending onIncome-Producing Real Properties Entails Environmental Risks" in this prospectus
supplement.
Secured Creditor Environmental Insurance Policy. Certain mortgaged real
properties are covered by individual secured creditor impaired property
environmental insurance policies. In general, each policy insures the trust fund
against losses resulting from certain known and unknown environmental conditions
in violation of applicable environmental standards at the subject mortgage real
properties during the applicable policy periods, which periods continue at least
five years beyond the maturity date of the mortgage loans to which they relate,
provided no foreclosure has occurred. Subject to certain conditions and
exclusions, each insurance policy, by its terms, generally provides coverage, up
to a maximum of 125% of the original loan balance against (i) losses resulting
from default under the mortgage loans to which they relate if on site
environmental conditions in violation of the applicable environmental standards
are discovered at the mortgage real properties during the policy periods and no
foreclosures of the mortgaged real properties have taken place, (ii) clean-up
costs discovered by the insured resulting from environmental conditions in
violation of the applicable environmental standards at or emanating from the
mortgaged real properties, and (iii) losses from third-party claims against the
trust during the policy period for any losses for bodily injury, property damage
or related claim expenses caused by conditions in violation of applicable
environmental standards.
The premiums for each of the secured creditor impaired property policies
described above, have been or, as of the date of initial issuance of the offered
certificates, will have been paid in full. We cannot assure you, however, that
should environmental insurance be needed, coverage would be available or
uncontested, that the terms and conditions of such coverage would be met, that
coverage would be sufficient for the claims at issue or that coverage would not
be subject to certain deductibles.
S-134
P-->

Engineering Assessments. Except as indicated in the following paragraph,
in connection with the origination of the mortgage loans, a licensed engineer
inspected the related mortgaged real properties except the properties securing
the mortgage loans identified on Annex A-1 to this prospectus supplement as loan
numbers 115, 151, 152, 159, 160, 165, 171, 176, 191, 197, 198, 199, 201, 203,
209, 210, 213, 214, 215, 216, 217 and 218, to assess the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems. The
resulting engineering reports were prepared:
o in the case of six hundred forty-two (642) mortgaged real
properties, representing security for approximately 98.5% of the
initial mortgage pool balance, during the 12-month period preceding
the cut-off date,
The resulting reports indicated deferred maintenance items and/or
recommended capital improvements on the mortgaged real properties. Generally,
with respect to a majority of the mortgaged real properties, where the
engineer's recommended repairs, corrections or replacements were deemed material
by the related originator, the related borrowers were required to carry out the
necessary repairs, corrections or replacements, and in some instances, to
establish reserves, generally in an amount ranging from 100% to 125% of the
licensed engineer's estimated cost of the recommended repairs, corrections or
replacements to fund deferred maintenance or replacement items that the reports
characterized as in need of prompt attention.
ASSIGNMENT OF THE MORTGAGE LOANS
On or before the date of initial issuance of the offered certificates,
each mortgage loan seller will transfer its mortgage loans to us, and we will
then transfer all the mortgage loans to the trust. In each case, the transferor
will assign the subject mortgage loans, without recourse, to the transferee.
In connection with the foregoing transfers, the related mortgage loan
seller will be required to deliver the following documents, among others, to the
custodian with respect to each of the mortgage loans--
o either:
1. the original promissory note, endorsed without recourse to the
order of the trustee or in blank; or
2. if the original promissory note has been lost, a copy of that
note, together with a lost note affidavit and indemnity;
o the original or a copy of the related mortgage instrument, together
with originals or copies of any intervening assignments of that
instrument, in each case, unless the particular document has not
been returned from the applicable recording office, with evidence of
recording or certified by the applicable recording office;
o the original or a copy of any separate assignment of leases and
rents, together with originals or copies of any intervening
assignments of that instrument, in each case, unless the particular
document has not been returned from the applicable recording office,
with evidence of recording or certified by the applicable recording
office;
o either:
1. a completed assignment of the related mortgage instrument in
favor of the trustee or in blank, in recordable form except
for completion of the assignee's name if delivered in blank
and except for missing recording information; or
2. a certified copy of that assignment as sent for recording;
S-135
P-->

o either:
1. a completed assignment of any separate related assignment of
leases and rents in favor of the trustee or in blank, in
recordable form except for completion of the assignee's name
if delivered in blank and except for missing recording
information; or
2. a certified copy of that assignment as sent for recording;
o an original or copy of the lender's policy or certificate of title
insurance or, if a title insurance policy has not yet been issued or
located, a commitment for title insurance, which may be a pro forma
policy or a marked version of the policy that has been executed by
an authorized representative of the title company or an agreement to
provide the same pursuant to binding escrow instructions executed by
an authorized representative of the title company;
o in those cases where applicable, the original or a copy of the
related ground lease;
o originals or copies of any consolidation, assumption, substitution
and modification agreements in those instances where the terms or
provisions of the related mortgage instrument or promissory note
have been consolidated or modified or the subject mortgage loan has
been assumed; and
o a copy of any related letter of credit (the original of which will
be required to be delivered to the applicable master servicer).
provided that mortgage loan seller may deliver certain documents, including
those identified in the third, fourth and fifth bullets, within the 30-day
period following the date of issuance of the offered certificates.
The custodian is required to hold all of the documents delivered to it
with respect to the mortgage loans, in trust for the benefit of the
certificateholders. Within a specified period of time following that delivery,
the custodian will be further required to conduct a review of those documents.
The scope of the custodian's review of those documents will, in general, be
limited solely to confirming that those documents have been received. None of
the trustee, either master servicer, the special servicer or custodian is under
any duty or obligation to inspect, review or examine any of the documents
relating to the mortgage loans to determine whether the document is valid,
effective, enforceable, in recordable form or otherwise appropriate for the
represented purpose.
If--
o any of the above-described documents required to be delivered by the
respective mortgage loan sellers to the custodian is not delivered
or is otherwise defective in the manner contemplated by the pooling
and servicing agreement; and
o that omission or defect materially and adversely affects the value
of, or the interests of the certificateholders in, the subject loan,
then the omission or defect will constitute a material document defect as to
which the certificateholders will have the rights against us described below
under "--Repurchases and Substitutions," provided that no document defect (other
than with respect to a mortgage note, mortgage, title insurance policy, ground
lease or any letter of credit) will be considered to materially and adversely
affect the interests of the certificateholders or the value of the related
mortgage loan unless the document with respect to which the document defect
exists is required in connection with an imminent enforcement of the lender's
rights or remedies under the related mortgage loan, defending any claim asserted
by any borrower or third party with respect to the mortgage loan, establishing
the validity or priority of any lien on any collateral securing the mortgage
loan or for any immediate servicing obligations.
S-136
P-->

Within a specified period following the later of--
o the date on which the offered certificates are initially issued; and
o the date on which all recording information necessary to complete
the subject document is received by the custodian,
the custodian or one or more independent third-party contractors retained at the
expense of the mortgage loan sellers must submit for recording in the real
property records of the applicable jurisdiction each of the assignments of
recorded loan documents in the trustee's favor described above. Because most of
the mortgage loans are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.
REPRESENTATIONS AND WARRANTIES
In each mortgage loan purchase agreement, the applicable mortgage loan
seller has represented and warranted with respect to each mortgage loan (subject
to certain exceptions specified in each mortgage loan purchase agreement), as of
the issuance date, or as of such other date specifically provided in the
representation and warranty, among other things, generally that:
(a) The information relating to the mortgage loan set forth in the loan
schedule attached to the related mortgage loan purchase agreement
will be true and correct in all material respects as of the cut-off
date.
(b) Immediately prior to its transfer and assignment of the mortgage
loan, it had good title to, and was the sole owner of, the mortgage
loan.
(c) The related mortgage instrument is a valid and, subject to the
exceptions and limitations on enforceability set forth in clause (d)
below, enforceable first priority lien upon the related mortgaged
real property, prior to all other liens and there are no other liens
and/or encumbrances that are pari passu with the lien of the
mortgage, in any event subject, however, to the Permitted
Encumbrances, which Permitted Encumbrances do not, individually or
in the aggregate, materially interfere with the security intended to
be provided by the related mortgage, the current principal use of
the related mortgaged real property, the value of the mortgaged real
property or the current ability of the related mortgaged real
property to generate income sufficient to service the mortgage loan.
(d) The promissory note, the mortgage instrument and each other
agreement executed by or on behalf of the related borrower in
connection with the mortgage loan is the legal, valid and binding
obligation of the related borrower, subject to any non-recourse
provisions contained in any of the foregoing agreements and any
applicable state anti-deficiency or market value limit deficiency
legislation. In addition, each of the foregoing documents is
enforceable against the related borrower in accordance with its
terms, except as enforcement may be limited by (1) bankruptcy,
insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of
creditors' rights generally, (2) general principles of equity,
regardless of whether such enforcement is considered in a proceeding
in equity or at law, and (3) public policy considerations regarding
provisions purporting to provide indemnification for securities law
violations, except that certain provisions in those documents may be
further limited or rendered unenforceable by applicable law, but,
subject to the limitations set forth in the foregoing clauses (1),
(2) and (3), such limitations or unenforceability will not render
those loan documents invalid as a whole or substantially interfere
with the lender's realization of the principal benefits and/or
security provided thereby.
(e) It has not received notice and has no actual knowledge, of any
proceeding pending for the condemnation of all or any material
portion of the mortgaged real property for the mortgage loan.
S-137
P-->

(f) There exists an American Land Title Association or equivalent form
of the lender's title insurance policy (or, if the title policy has
yet to be issued, a pro forma policy or a marked up title insurance
commitment binding on the title insurer) on which the required
premium has been paid, insuring the first priority lien of the
related mortgage instrument or, if more than one, mortgage
instruments, in the original principal amount of the mortgage loan
after all advances of principal, subject only to Permitted
Encumbrances, which Permitted Encumbrances do not, individually or
in the aggregate, materially interfere with the security intended to
be provided by the related mortgage, the current principal use of
the related mortgaged real property, the value of the mortgaged real
property or the current ability of the related mortgaged real
property to generate income sufficient to service the mortgage loan.
(g) The proceeds of the mortgage loan have been fully disbursed, except
in those cases where the full amount of the mortgage loan has been
disbursed, but a portion of the proceeds is being held in escrow or
reserve accounts pending satisfaction of specific leasing criteria,
repairs or other matters with respect to the related mortgaged real
property, and there is no requirement for future advances under the
mortgage loan.
(h) If the related mortgage instrument is a deed of trust, a trustee,
duly qualified under applicable law, has either been properly
designated and currently so serves or may be substituted in
accordance with the deed of trust and applicable law.
(i) Except as identified in the engineering report prepared by an
independent engineering consultant obtained in connection with the
origination of the mortgage loan (if such a report was prepared), to
its knowledge, the related mortgaged real property is in good repair
and free and clear of any damage that would materially and adversely
affect its value as security for the mortgage loan, except in any
such case where an escrow of funds, letter of credit or insurance
coverage exists sufficient to effect the necessary repairs and
maintenance.
In addition to the above-described representations and warranties, each
mortgage loan seller will also make additional representations and warranties
regarding the mortgage loans being sold by them to depositor, which (subject to
certain exceptions specified in each mortgage loan purchase agreement), will
include representations and warranties generally to the following effect:
o the borrower is obligated to be in material compliance with
environmental laws and regulations;
o the mortgage loan is eligible to be included in a REMIC;
o there are no liens for delinquent real property taxes on the related
mortgaged real property;
o the related borrower is not the subject of bankruptcy proceedings;
o if applicable, a mortgage loan secured by a borrower's leasehold
interest contains certain provisions for the benefit of the lender;
and
o the borrower is obligated to provide financial information regarding
the related mortgaged real property on at least an annual basis.
REPURCHASES AND SUBSTITUTIONS
In the case of (i) a breach of any of the loan-specific representations
and warranties in any mortgage loan purchase agreement that materially and
adversely affects the value of a mortgage loan or the interests of the
certificateholders in that mortgage loan or (ii) a material document defect as
described above under "--Assignment of the Mortgage Loans" above, the applicable
mortgage loan seller, if it does not cure such breach or defect in all material
respects within a period of 90 days following its receipt of notice thereof, is
obligated pursuant to the applicable mortgage loan purchase agreement (the
relevant rights under which have been assigned by us to the trustee) to either
substitute a qualified substitute mortgage loan (so long as that substitution is
effected prior to the second anniversary of the Closing Date) and pay any
substitution shortfall amount or to repurchase the affected
S-138
P-->

mortgage loan within such 90-day period at the purchase price described below;
provided that, unless the breach or defect would cause the mortgage loan not to
be a qualified mortgage within the meaning of section 860G(a)(3) of the Code,
the applicable mortgage loan seller generally has an additional 90-day period to
cure such breach or defect if it is diligently proceeding with such cure. Each
mortgage loan seller is solely responsible for its repurchase or substitution
obligation, and such obligations will not be our responsibility. The purchase
price at which a mortgage loan seller will be required to repurchase a mortgage
loan as to which there remains an uncured material breach or material document
defect, as described above, will be generally equal to the sum (without
duplication) of--
o the unpaid principal balance of that mortgage loan at the time of
purchase, plus
o all unpaid interest due and accrued with respect to that mortgage
loan at its mortgage interest rate to, but not including, the due
date in the collection period of purchase (exclusive of any portion
of that interest that constitutes Additional Interest), plus
o all unpaid interest accrued on Advances made under the pooling and
servicing agreement with respect to that mortgage loan, plus
o all unreimbursed servicing advances made under the pooling and
servicing agreement with respect to that mortgage loan, plus
o any reasonable costs and expenses, including, but not limited to,
the cost of any enforcement action, incurred by the applicable
master servicer, the special servicer, the trustee or the trust fund
in connection with any such purchase by a mortgage loan seller (to
the extent not included in the preceding bullet), plus
o other Additional Trust Fund Expenses related to that mortgage loan,
including special servicing fees, plus
o if the circumstances (which are discussed under "Servicing of theMortgage Loans--Servicing and Other Compensation and Payment ofExpenses--The Principal Recovery Fee") under which a principal
recovery fee would be payable to the special servicer are present, a
principal recovery fee.
If (i) any mortgage loan is required to be repurchased or substituted for
in the manner described above, (ii) such mortgage loan is then a Crossed Loan,
and (iii) the applicable document defect (including any omission) or breach of a
representation and warranty does not constitute a defect or breach, as the case
may be, as to any other Crossed Loan in such Crossed Group (without regard to
this paragraph), then the applicable defect or breach, as the case may be, will
be deemed to constitute a defect or breach, as the case may be, as to any other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the
related mortgage loan seller will be required to repurchase or substitute for
such other Crossed Loan(s) in the related Crossed Group unless (A) the weighted
average debt service coverage ratio for all the remaining related Crossed Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the weighted average debt service coverage ratio
for all such related Crossed Loans, including the affected Crossed Loan, for the
four calendar quarters immediately preceding the repurchase or substitution; and
(B) the weighted average loan-to-value ratio of the remaining related Crossed
Loans determined at the time of repurchase or substitution, based upon an
appraisal obtained by the special servicer, is not greater than the weighted
average loan-to-value ratio for all such Crossed Loans, including the affected
Crossed Loan, at the time of repurchase or substitution. In the event that one
or more of such other Crossed Loans satisfy the aforementioned criteria, the
mortgage loan seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related breach or defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group.
To the extent that the related mortgage loan seller repurchases or
substitutes only for an affected Crossed Loan as described in the immediately
preceding paragraph while the trustee continues to hold any related Crossed
Loans, we and the related mortgage loan seller will agree in the related
mortgage loan purchase agreement to forbear from enforcing any remedies against
the other's Primary Collateral, but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected Crossed Loans,
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
S-139
P-->

of remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Loans held by such party, then both parties have agreed in the related
mortgage loan purchase agreement to forbear from exercising such remedies until
the loan documents evidencing and securing the relevant mortgage loans can be
modified to remove the threat of material impairment as a result of the exercise
of remedies.
Notwithstanding the foregoing discussion, if any mortgage loan is
otherwise required to be repurchased or substituted for in the manner described
above, as a result of a document defect or breach with respect to one or more
mortgaged real properties that secure a mortgage loan that is secured by
multiple properties, the related mortgage loan seller will not be required to
effect a repurchase or substitution of the subject mortgage loan if--
o the affected mortgaged real property(ies) may be released pursuant
to the terms of any partial release provisions in the related loan
documents and such mortgaged real property(ies) are, in fact,
released,
o the remaining mortgaged real property(ies) satisfy the requirements,
if any, set forth in the loan documents and the applicable mortgage
loan seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to
qualify as a REMIC under the Code or result in the imposition of any
tax on prohibited transactions or contributions after the startup
day of either REMIC I or REMIC II under the Code, and
o the related mortgage loan seller obtains written confirmation from
each applicable rating agency that the release will not result in a
qualification, downgrade or withdrawal of any of the then-current
ratings of the offered certificates.
Except with respect to breaches of certain representations regarding the
borrower's obligation to pay certain costs (in respect of which the remedy is
the payment of costs), the foregoing substitution or repurchase obligation
constitutes the sole remedy available to the certificateholders and the trustee
for any uncured material breach of any mortgage loan seller's representations
and warranties or material document defects regarding its mortgage loans. There
can be no assurance that the applicable mortgage loan seller will have the
financial resources to repurchase any mortgage loan at any particular time. Each
mortgage loan seller is the sole warranting party in respect of the mortgage
loans sold to us by such mortgage loan seller, and neither we nor any of our
affiliates will be obligated to substitute or repurchase any such affected
mortgage loan in connection with a material breach of a mortgage loan seller's
representations and warranties or material document defects if such mortgage
loan seller defaults on its obligation to do so.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this prospectus supplement of the mortgage pool is
based upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the mortgage pool as it will be constituted at the time the
offered certificates are issued; however, the range of mortgage interest rates
and maturities, as well as the other characteristics of the mortgage loans
described in this prospectus supplement, may vary, and the actual initial
mortgage pool balance may be as much as 5% larger or smaller than the initial
mortgage pool balance specified in this prospectus supplement.
A current report on Form 8-K, together with the pooling and servicing
agreement, will be filed with the Securities and Exchange Commission and be
available to purchasers of the offered certificates on or shortly after the date
of initial issuance of the offered certificates. If mortgage loans are removed
from or added to the mortgage pool, that removal or addition will be noted in
that current report on Form 8-K.
S-140
P-->

TRANSACTION PARTICIPANTSTHE ISSUING ENTITY
In connection with the issuance of the certificates, the issuing entity
will be ML-CFC Commercial Mortgage Trust 2007-8, a common law trust created
under the laws of the State of New York pursuant to the pooling and servicing
agreement. ML-CFC Commercial Mortgage Trust 2007-8 is sometimes referred to in
this prospectus supplement and the accompanying base prospectus as the "issuingentity," the "trust" or the "trust fund." We will transfer the mortgage loans to
the trust in exchange for the issuance of the certificates to us or at our
direction. The trust assets will initially consist of the mortgage loans, any
collections of interest or principal thereon that are allocable to the period
after the cut-off date but were received on or prior to the date of initial
issuance of the certificates, and any related reserve or escrow funds being held
pending application as of the date of initial issuance of the certificates.
The trust's activities will be limited to the transactions and activities
entered into in connection with the securitization described in this prospectus
supplement and, except for those activities, the trust will not be authorized
and will have no power to borrow money or issue debt, merge with another entity,
reorganize, liquidate or sell assets or engage in any business or activities.
Consequently, the trust will not be permitted to hold any assets, or incur any
liabilities, other than those described in this prospectus supplement. Because
the trust will be created pursuant to the pooling and servicing agreement, the
trust and its permissible activities can only be amended or modified by amending
the pooling and servicing agreement. See "Description of the GoverningDocuments--Amendment" in the accompanying base prospectus. The fiscal year end
of the trust will be December 31.
The trust will not have any directors, officers or employees. The trustee,
the master servicers and the special servicer will be responsible for
administration of the trust assets, in each case to the extent of its duties
expressly set forth in the pooling and servicing agreement. Those parties may
perform their respective duties directly or through sub-servicers and/or agents.
Because the trust fund will be a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as
a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy
courts look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the trust would be
characterized as a "business trust."THE DEPOSITOR
We are Merrill Lynch Mortgage Investors, Inc., the depositor for the
series 2007-8 securitization transaction. We will acquire the mortgage loans
from the sponsors and the other mortgage loan seller and will transfer the
mortgage loans to the trust. At this time, we are only engaged in the
securitization of mortgage loans of the type described in the accompanying base
prospectus. The accompanying base prospectus contains a more detailed
description of us under the heading "The Depositor."THE SPONSORS AND MORTGAGE LOAN SELLERS
MERRILL LYNCH MORTGAGE LENDING, INC. Merrill Lynch Mortgage Lending, Inc.
("MLML"), our affiliate, an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, one of the underwriters and an affiliate of Merrill Lynch Capital
Services, Inc., the swap counterparty, is one of the sponsors and mortgage loan
sellers. MLML has been originating and/or acquiring multifamily and commercial
mortgage loans for securitization since 1994.
S-141
P-->

In the normal course of its securitization program, CRF, may also acquire
multifamily and commercial mortgage loans from various third party originators.
These mortgage loans may have been originated using underwriting guidelines not
established by CRF. The trust fund relating to a series of offered certificates
may include mortgage loans originated by one or more of these third parties.
CRF may also originate multifamily and commercial mortgage loans in
conjunction with third party correspondents and, in those cases, the third party
correspondents may perform the underwriting based on various criteria
established or reviewed by CRF, and CRF would originate the subject mortgage
loan on a specified closing date prior to inclusion in the subject
securitization.
In connection with its commercial mortgage securitization transactions,
CRF generally transfers the subject mortgage assets to a depositor, who then
transfers those mortgage assets to the issuing entity for the related
securitization. The issuing entity issues commercial mortgage pass through
certificates backed by, and supported by the cash flows generated by, those
mortgage assets.
CRF and its affiliates also work with rating agencies, unaffiliated
mortgage loan sellers and servicers in structuring the securitization
transaction. Neither CRF nor any of its affiliates acts as servicer of any
multifamily or commercial mortgage loan in the commercial mortgage
securitizations for which it contributes these loans. Instead, CRF and/or the
applicable depositor contract with other entities to service the multifamily and
commercial mortgage loans following their transfer into a trust fund established
with respect to a series of certificates.
In connection with CRF contributing mortgage loans to a commercial
mortgage securitization transaction, CRF may be obligated, specifically with
respect to the mortgage loans that it is contributing, generally pursuant to a
mortgage loan purchase agreement or other comparable agreement, to:
o deliver various specified loan documents;
o file and/or record or cause a third party to file and/or record on
its behalf various specified loan documents and assignments of those
documents; and
o make various loan specific representations and warranties.
If it is later determined that any mortgage asset contributed by CRF fails
to conform to the specified representations and warranties or there is a defect
in or an omission with respect to certain specified mortgage loan documents
related to that mortgage asset, which breach, defect or omission, as the case
may be, is determined to have a material adverse effect on the value of the
subject mortgage asset or such other standard as is described in the related
prospectus supplement, then after being notified, CRF will generally have an
obligation to cure the subject defect, omission or breach or to repurchase or,
under certain circumstances, substitute the subject mortgage asset.
The table below indicates the size and growth of CRF's commercial mortgage
loan securitization program:
COUNTRYWIDE COMMERCIAL REAL ESTATE LOAN SECURITIZATION/SALE (IN MILLIONS)
2005 2006 THROUGH 6/30/2007(1) TOTAL
-------- -------- ------------------- ---------
Fixed Rate Loans $2,911.5 $4,240.3 $3,327.6 $10,479.4
Floating Rate Loans 102.1 335.7 324.4 762.2
-------- -------- ------------------- ---------
TOTAL $3,013.6 $4,576.0 $3,652.0 $11,241.6
________________
(1) Does not include the series 2007-8 securitization.
CRF's Underwriting Standards. Set forth below is a discussion of certain
general underwriting guidelines of CRF with respect to multifamily and
commercial mortgage loans originated by CRF. The underwriting guidelines
described below may not apply to multifamily and commercial mortgage loans
acquired by CRF from third party originators.
Notwithstanding the discussion below, given the unique nature of income
producing real properties, the underwriting and origination procedures and the
credit analysis with respect to any particular multifamily or
S-143
P-->

commercial mortgage loan may differ significantly from one asset to another, and
will be driven by circumstances particular to that property, including, among
others, its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--CRF's UnderwritingStandards" section.
1. LOAN ANALYSIS. CRF performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of third
party credit reports, reports resulting from judgment, lien, bankruptcy and
pending litigation searches and, if applicable, the loan payment history of the
borrower and its principals. Generally, borrowers are required to be single
purpose entities, although exceptions may be made from time to time on a case by
case basis. The collateral analysis includes an analysis, in each case to the
extent available, of historical property operating statements, a current rent
roll, a budget and a projection of future performance and a review of tenant
leases. Depending on the type of real property collateral involved and other
relevant circumstances, CRF's underwriting staff and/or legal counsel will
review leases of significant tenants. CRF may also perform a limited qualitative
review with respect to certain tenants located at the real property collateral,
particularly significant tenants, credit tenants and sole tenants. CRF generally
requires third party appraisals, as well as environmental reports, building
condition reports and, if applicable, seismic reports. Each report is reviewed
for acceptability by a CRF staff member or a third party reviewer. The results
of these reviews are incorporated into the underwriting report.
2. LOAN APPROVAL. Prior to commitment, all multifamily and commercial
mortgage loans to be originated by CRF must be approved by the CRF credit
committee, which is comprised of representatives of CRF and its affiliates. The
requirements of the committee vary by loan size. The committee may approve a
mortgage loan as presented, request additional due diligence, modify the loan
terms or decline a loan transaction.
3. DEBT SERVICE COVERAGE RATIO. The repayment of a multifamily or
commercial mortgage loan is typically dependent upon the successful operation of
the related real property collateral and the ability of that property to
generate income sufficient to make debt service payments on the loan.
Accordingly, in connection with the origination of any multifamily or commercial
mortgage loan, CRF will analyze whether cash flow expected to be derived from
the subject real property collateral will be sufficient to make the required
payments under that mortgage loan, taking into account, among other things,
revenues and expenses for, and other debt currently secured by, or that in the
future may be secured by, the subject real property collateral as well as debt
secured by pledges of the ownership interests in the related borrower.
The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--
o the amount of income, net of operating expenses and capital
expenditures, derived or expected to be derived from the related
real property collateral for a given period that is available to pay
debt service on the subject mortgage loan, to
o the sum of the scheduled payments of principal and/or interest
during that given period required to be paid (i) on the subject
mortgage loan under the related loan documents and (ii) on any other
loan that is secured by a lien of senior or equal priority on the
related real property collateral.
However, the amount described in the first bullet of the preceding
sentence is often a highly subjective number based on variety of assumptions
regarding, and adjustments to, revenues and expenses with respect to the related
real property collateral.
S-144
P-->

For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, CRF may utilize annual net cash flow
that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:
o the assumption that a particular tenant at the subject real property
collateral that has executed a lease, but has not yet taken
occupancy and/or has not yet commenced paying rent, will take
occupancy and commence paying rent on a future date;
o the assumption that an unexecuted lease that is currently being
negotiated with respect to a particular tenant at the subject real
property collateral or is out for signature will be executed and in
place on a future date;
o the assumption that a portion of currently vacant and unleased space
at the subject real property collateral will be leased at current
market rates and consistent with occupancy rates of comparable
properties in the subject market;
o the assumption that certain rental income that is to be payable
commencing on a future date under a signed lease, but where the
subject tenant is in an initial rent abatement or free rent period
or has not yet taken occupancy, will be paid commencing on such
future date;
o assumptions regarding the probability of renewal of particular
leases and/or the re leasing of certain space at the subject real
property collateral and the anticipated effect on capital and re
leasing expenditures; and
o various additional lease up assumptions and other assumptions
regarding the payment of rent not currently being paid.
There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.
Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by CRF, calculated as described above, will be equal
to or greater than 1.20:1 (subject to the discussion under "--Additional Debt"
below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or related real property
collateral. For example, CRF may originate a multifamily or commercial mortgage
loan with a debt service coverage ratio below 1.20:1 based on, among other
things, the amortization features of the mortgage loan (for example, if the
mortgage loan provides for relatively rapid amortization) the type of tenants
and leases at the subject real property collateral, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, CRF's judgment
of improved property performance in the future and/or other relevant factors. In
addition, CRF may originate a multifamily loan on a property in what is
considered by CRF to be a strong market at a debt service coverage ratio that is
lower than 1.20:1.
4. LOAN TO VALUE RATIO. CRF also looks at the loan to value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan to value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--
o the sum of the then outstanding principal balance of the subject
mortgage loan and any other loans that are secured by liens of
senior or equal priority on the related real property collateral, to
o the estimated as is or as stabilized value of the related real
property collateral based on an appraisal, a cash flow analysis, a
recent sales price or another method or benchmark of valuation.
Generally, the loan to value ratio for multifamily and commercial mortgage
loans originated by CRF, calculated as described above, will be equal to or less
than 81% (subject to the discussion under "--Additional Debt" below); however,
exceptions may be made when consideration is given to circumstances particular
to the mortgage loan or related real property collateral. For example, CRF may
originate a multifamily or commercial mortgage loan with a loan to value ratio
above 81% based on, among other things, the amortization features of the
S-145
P-->

mortgage loan (for example, if the mortgage loan provides for relatively rapid
amortization), the type of tenants and leases at the subject real property
collateral, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, CRF or the appraiser's judgment of improved property
performance in the future and/or other relevant factors.
5. ADDITIONAL DEBT. When underwriting a multifamily or commercial
mortgage loan, CRF will take into account whether the subject real property
collateral and/or direct or indirect interest in a related borrower are
encumbered by additional debt and will analyze the likely effect of that
additional debt on repayment of the subject mortgage loan. It is possible that
CRF or an affiliate will be the lender on that additional debt.
The debt service coverage ratio described above under "--Debt ServiceCoverage Ratio" and the loan to value ratio described above under "--Loan toValue Ratio" may be below 1.20:1 and above 81%, respectively, based on the
existence of additional debt secured by the related real property collateral or
directly or indirectly by equity interests in the related borrower.
6. ASSESSMENTS OF PROPERTY CONDITION. As part of the underwriting
process, CRF will analyze the condition of the real property collateral for a
prospective multifamily or commercial mortgage loan. To aid in that analysis,
CRF may, subject to certain exceptions, inspect or retain a third party to
inspect the property and will obtain the property assessments and reports
described below.
(a) Appraisals. CRF will, in most cases, require that the real property
collateral for a prospective multifamily or commercial mortgage loan
be appraised by a state certified appraiser or an appraiser
belonging to the Appraisal Institute, a membership association of
professional real estate appraisers. In addition, CRF will generally
require that those appraisals be conducted in accordance with the
Uniform Standards of Professional Appraisal Practices developed by
The Appraisal Foundation, a not for profit organization established
by the appraisal profession. Furthermore, the appraisal report will
usually include or be accompanied by a separate letter that includes
a statement by the appraiser that the guidelines in Title XI of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989
were followed in preparing the appraisal. In some cases, however,
CRF may establish the value of the subject real property collateral
based on a cash flow analysis, a recent sales price or another
method or benchmark of valuation.
(b) Environmental Assessment. CRF may require a Phase I environmental
assessment with respect to the real property collateral for a
prospective multifamily or commercial mortgage loan. However, when
circumstances warrant, CRF may utilize an update of a prior
environmental assessment or a desktop review. Alternatively, CRF
might forego an environmental assessment in limited circumstances,
such as when it requires the borrowers or its principal to obtain an
environmental insurance policy or an environmental guarantee.
Furthermore, an environmental assessment conducted at any particular
real property collateral will not necessarily cover all potential
environmental issues. For example, an analysis for radon, lead based
paint and lead in drinking water will usually be conducted only at
multifamily rental properties and only when CRF or the environmental
consultant believes that such an analysis is warranted under the
circumstances.
Depending on the findings of the initial environmental assessment, CRF may
require additional record searches or environmental testing, such as a Phase II
environmental assessment with respect to the subject real property collateral.
(c) Engineering Assessment. In connection with the origination process,
CRF may require that an engineering firm inspect the real property
collateral for any prospective multifamily or commercial mortgage
loan to assess the structure, exterior walls, roofing, interior
structure and/or mechanical and electrical systems. Based on the
resulting report, CRF will determine the appropriate response to any
recommended repairs, corrections or replacements and any identified
deferred maintenance.
(d) Seismic Report. If the subject real property collateral includes any
material improvements and is located in California or in seismic
zones 3 or 4, CRF may require a report to establish the probable
maximum or bounded loss for the improvements at the property as a
result of an earthquake. If that loss is equal to or greater than
20% of the estimated replacement cost for the improvements at
S-146
P-->

the property, CRF may require retrofitting of the improvements or
that the borrower obtain earthquake insurance if available at a
commercially reasonable price. It should be noted, however, that in
assessing probable maximum loss different assumptions may be used
with respect to each seismic assessment, it is possible that some of
the real properties that were considered unlikely to experience a
probable maximum loss in excess of 20% of estimated replacement cost
might have been the subject of a higher estimate had different
assumptions been used.
7. ZONING AND BUILDING CODE COMPLIANCE. In connection with the
origination of a multifamily or commercial mortgage loan, CRF will generally
examine whether the use and occupancy of the related real property collateral is
in material compliance with zoning, land use, building rules, regulations and
orders then applicable to that property. Evidence of this compliance may be in
the form of one or more of the following: legal opinions; surveys; recorded
documents; temporary or permanent certificates of occupancy; letters from
government officials or agencies; title insurance endorsements; engineering or
consulting reports; zoning reports; and/or representations by the related
borrower.
Where a property as currently operated is a permitted non conforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, CRF will analyze
whether--
o any major casualty that would prevent rebuilding has a sufficiently
remote likelihood of occurring;
o casualty insurance proceeds together with the value of any
additional collateral would be available in an amount estimated by
CRF to be sufficient to pay off the related mortgage loan in full;
o the real property collateral, if permitted to be repaired or
restored in conformity with current law, would in CRF's judgment
constitute adequate security for the related mortgage loan; and/or
o to require the related borrower to obtain law and ordinance
insurance (which may or may not be adequate to cover any potential
related loss).
8. ESCROW REQUIREMENTS. Based on its analysis of the real property
collateral, the borrower and the principals of the borrower, CRF may require a
borrower under a multifamily or commercial mortgage loan to fund various escrows
for taxes and/or insurance, capital expenses, replacement reserves and/or
environmental remediation. CRF conducts a case by case analysis to determine the
need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated by CRF. Furthermore, CRF may accept an alternative to a
cash escrow or reserve from a borrower, such as a letter of credit or a
guarantee from the borrower or an affiliate of the borrower or periodic evidence
that the items for which the escrow or reserve would have been established are
being paid or addressed. In certain situations, CRF may not require any reserves
or escrows.
Notwithstanding the foregoing discussion under this "--CRF's UnderwritingStandards" section, CRF may sell mortgage loans to the depositor for inclusion
in the trust fund that vary from, or do not comply with, CRF's underwriting
guidelines. In addition, in some cases, CRF's and/or its affiliates may not have
strictly applied these underwriting guidelines as the result of a case by case
permitted exception based upon other compensating factors.
KEYBANK NATIONAL ASSOCIATION. KeyBank Nation Association ("KeyBank") is a
national banking association that is a wholly-owned subsidiary of KeyCorp (NYSE:
KEY). KeyBank is the parent of KeyCorp Real Estate Capital Markets, Inc., one of
the master servicers and is an affiliate of KeyBanc Capital Markets Inc., one of
the underwriters. KeyBank maintains its primary offices at Key Tower, 127 Public
Square, Cleveland, Ohio44114, and its telephone number is (216) 689-6300.
KeyBank has approximately 950 banking centers located in 13 states. As of March31, 2007, KeyBank had total assets of approximately $89.408 billion, total
liabilities (including minority interest in consolidated subsidiaries) of
approximately $82.512 billion and approximately $6.896 billion in stockholder's
equity.
KeyBank provides financial services, including commercial real estate
financing, throughout the United States. In 2006, KeyBank's Real Estate Capital
Group originated a total of $16.0 billion in construction, development,
permanent and private equity loans from 32 offices nationwide. Of this total,
$3.3 billion was
S-147
P-->

originated for sale through commercial mortgage-backed securities (CMBS)
transactions, acquisition by Fannie Mae or Freddie Mac, or sale to life
insurance companies and pension funds.
KeyBank began selling commercial mortgage loans into CMBS transactions in
2000. KeyBank's commercial mortgage loans that are originated for sale into a
CMBS transaction (or through a sale of whole loan interests to third party
investors) are generally fixed rate and are secured primarily by retail, office,
multifamily, industrial, self-storage, and hospitality properties. As of
December 31, 2006, KeyBank had originated approximately $8.2 billion of
commercial mortgage loans that have been securitized in 33 securitization
transactions. The following table sets forth information for the past three
years regarding the amount of commercial mortgage loans that KeyBank (i)
originated for the purposes of securitization in CMBS transactions and (ii)
actually securitized in CMBS transactions (which amounts include mortgage loans
that were originated or purchased by KeyBank).
YEAR LOANS ORIGINATED LOANS SECURITIZED
------------------- ---------------- -----------------
2006 (in billions) $2.221 $1.905
2005 (in billions) $1.385 $1.323
2004 (in billions) $1.213 $1.099
Generally, KeyBank originates the commercial mortgage loans that it
contributes to CMBS transactions. However, if KeyBank purchases mortgage loans
from third-party originators (which mortgage loans may have been originated
using underwriting guidelines not established by KeyBank), KeyBank
re-underwrites those mortgage loans and performs other procedures to ascertain
the quality of those mortgage loans, which procedures are subject to approval by
a credit officer of KeyBank.
KeyBank originates commercial mortgage loans and, together with other
sponsors or loan sellers, participates in a securitization by transferring the
mortgage loans to an unaffiliated securitization depositor, which then transfers
the mortgage loans to the issuing entity for the related securitization. KeyBank
initially selects the mortgage loans that it will contribute to the
securitization, but it has no input on the mortgage loans contributed by other
sponsors or loan sellers. KeyBank generally participates in securitizations with
multiple mortgage loan sellers and an unaffiliated depositor.
KeyBank's wholly-owned subsidiary, KeyCorp Real Estate Capital Markets,
Inc., acts as the primary servicer of KeyBank's commercial mortgage loans that
are securitized and in most cases, including this transaction, acts as a master
servicer for securitizations in which KeyBank participates. Other than the
securitization of commercial mortgage loans, KeyBank securitizes federal and
private student loans that it originates or purchases from third parties.
KeyBank's Underwriting StandardsGeneral. Set forth below is a general discussion of certain of KeyBank's
underwriting guidelines for originating commercial mortgage loans. KeyBank also
generally applies these underwriting guidelines when it re-underwrites
commercial mortgage loans acquired from third-party originators. KeyBank
generally does not outsource to third parties any credit underwriting decisions
or originating duties other than those services performed by providers of
environmental, engineering and appraisal reports and other related consulting
services.
The underwriting and origination procedures and credit analysis described
below may vary from one commercial mortgage loan to another based on the unique
circumstances of the related commercial property (including its type, current
use, size, location, market conditions, tenants and leases, performance history
and/or other factors), and KeyBank may, on a case-by-case basis, permit
exceptions to its underwriting guidelines based upon other compensating factors.
Consequently, there can be no assurance that the underwriting of any particular
underlying mortgage loan sold into this transaction by KeyBank strictly
conformed to the general guidelines described in this "--KeyBank's UnderwritingStandards" section.
Loan Analysis. KeyBank generally performs both a credit analysis and a
collateral analysis for each commercial mortgage loan as well as a site
inspection of the related real property collateral. The credit analysis of the
borrower generally includes a review of third-party credit reports and/or
judgment, lien, bankruptcy and pending litigation searches as well as searches
to determine OFAC and PATRIOT Act compliance. Generally, borrowers of
S-148
P-->

loans greater than $4.0 million are required to be special-purpose entities,
although exceptions are made on a case-by-case basis. The collateral analysis
generally includes an analysis, in each case to the extent available and
applicable, of the historical property operating statements, rent rolls and a
review of certain significant tenant leases. KeyBank's credit underwriting also
generally includes a review of third-party appraisals, as well as environmental
reports, property condition reports and seismic reports, if applicable.
Loan Approval. Prior to commitment, all commercial mortgage loans to be
originated or purchased by KeyBank must be approved by a dedicated credit
officer of KeyBank. The credit officer may approve a mortgage loan as
recommended, request additional due diligence, modify the loan terms or decline
a loan transaction.
Debt Service Coverage Ratio and Loan-to-Value Ratio. KeyBank's
underwriting includes a calculation of the debt service coverage ratio (DSCR) in
connection with the origination of a commercial mortgage loan. The DSCR will
generally be calculated based on the underwritten net cash flow from the subject
property as determined by KeyBank and payments on the mortgage loan based on
actual principal and/or interest due on the mortgage loan. However, underwritten
net cash flow is a subjective number based on a variety of assumptions
regarding, and adjustments to, revenues and expenses with respect to the related
real property collateral, and there is no assurance that those assumptions or
adjustments will, in fact, be consistent with actual property performance.
KeyBank's underwriting also generally includes a calculation of the
loan-to-value ratio of a prospective commercial mortgage loan in connection with
its origination. In general, the loan-to-value ratio of a commercial mortgage
loan at any given time is the ratio, expressed as a percentage, of (i) the then
outstanding principal balance of the mortgage loan, to (ii) the estimated value
of the related real property collateral based on an appraisal. See also the
discussion of "UW Net Cash Flow" in the "Glossary" to this prospectus supplement
and "Annex A-1 Characteristics of the Mortgage Loans" and "Annex A-2 CertainStatistical Information Regarding the Mortgage Loans" in this prospectus
supplement.
Property Assessments. As part of its underwriting process, KeyBank will
obtain the following property assessments.
Appraisals. KeyBank will require independent appraisals in connection with
the origination of each commercial mortgage loan that meet the requirements of
the "Uniform Standards of Professional Appraisal Practice" as adopted by the
Appraisal Standards Board of the Appraisal Foundation and the guidelines in
Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of
1989.
Environmental Assessment. KeyBank will require a Phase I environmental
assessment with respect to the real property collateral for a prospective
commercial mortgage loan. However, when circumstances warrant, KeyBank may
utilize an update of a prior environmental assessment, a transaction screen or a
desktop review. Depending on the findings of the initial environmental
assessment, KeyBank may require additional environmental testing, such as a
Phase II environmental assessment with respect to the subject real property
collateral, an environmental insurance policy, an escrow of funds or a guaranty
or indemnity with respect to environmental matters.
Property Condition Assessment. KeyBank will require that an engineering
firm inspect the real property collateral for any prospective commercial
mortgage loan to assess the structure, exterior walls, roofing, interior
structure and/or mechanical and electrical systems. Based on the resulting
report, KeyBank will determine the appropriate response to any recommended
repairs, corrections or replacements and any identified deferred maintenance.
Seismic Report. If the subject real property collateral includes any
material improvements and is located in California or in seismic zones 3 or 4,
KeyBank may require a report to establish the probable maximum or bounded loss
for the improvements at the property as a result of an earthquake. If that loss
is in excess of 20% of the estimated replacement cost for the improvements at
the property, KeyBank may require retrofitting of the improvements or that the
borrower obtain earthquake insurance if available at a commercially reasonable
price.
Zoning and Building Code Compliance. KeyBank will generally examine
whether the use and occupancy of the subject real property collateral securing a
commercial mortgage loan is in material compliance with zoning, land-use,
building rules, regulations and orders then applicable to that property.
Evidence of this compliance may be in the form of one or more of the following:
legal opinions; surveys; recorded documents; temporary or
S-149
P-->

permanent certificates of occupancy; letters from government officials or
agencies; title insurance endorsements; engineering, appraisal or consulting
reports; and/or representations by the related borrower.
Escrow Requirements. Based on its analysis of the real property
collateral, the borrower and the principals of the borrower, KeyBank may require
a borrower under a commercial mortgage loan to fund various escrows for taxes
and/or insurance, capital expenses, replacement reserves, potential re-tenanting
expenses and/or environmental remediation. KeyBank conducts a case-by-case
analysis to determine the need for a particular escrow or reserve. Consequently,
the aforementioned escrows and reserves are not established for every
multifamily and commercial mortgage loan originated by KeyBank. Furthermore,
KeyBank may accept an alternative to a cash escrow or reserve from a borrower,
such as a letter of credit or a guarantee or periodic evidence that the items
for which the escrow or reserve would have been established are being paid or
addressed.
Notwithstanding the foregoing discussion under this "--KeyBank'sUnderwriting Standards" section, the depositor may purchase underlying mortgage
loans for inclusion in the issuing entity that vary from, or do not comply with,
KeyBank's underwriting guidelines.
THE MASTER SERVICERS AND THE SPECIAL SERVICER
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. KeyCorp Real Estate Capital
Markets, Inc. ("KRECM") will be a master servicer under the series 2007-8
pooling and servicing agreement. KRECM will act as the master servicer with
respect to the mortgage loans acquired by us from Merrill Lynch Mortgage
Lending, Inc. and KeyBank National Association. KRECM is an Ohio corporation
that is a wholly-owned subsidiary of KeyBank National Association, one of the
mortgage loan sellers and a sponsor, and an affiliate of KeyBanc Capital Markets
Inc., one of the underwriters. KeyBank National Association and KeyBanc Capital
Markets Inc. are both wholly-owned subsidiaries of KeyCorp. KRECM maintains
servicing offices at 911 Main Street, Suite 1500, Kansas City, Missouri64105
and 1717 Main Street, Suite 1000, Dallas, Texas75201.
KRECM has been engaged in the servicing of commercial mortgage loans since
1995 and commercial mortgage loans originated for securitization since 1998. The
following table sets forth information about KRECM's portfolio of master or
primary serviced commercial mortgage loans as of the dates indicated.
LOANS 12/31/2004 12/31/2005 12/31/2006
----------------------------------------------------------- ------------ -------------- ---------------
By Approximate Number: 5,345 11,218 11,322
By Approximate Aggregate Principal Balance (in billions): $34.094 $73.692 $94.726
Within this servicing portfolio are, as of December 31, 2006,
approximately 9,384 loans with a total principal balance of approximately $70
billion that are included in approximately 116 commercial mortgage-backed
securitization transactions. KRECM's servicing portfolio includes mortgage loans
secured by multifamily, office, retail, hospitality and other types of
income-producing properties that are located throughout the United States. KRECM
also services newly-originated commercial mortgage loans and mortgage loans
acquired in the secondary market for issuers of commercial and multifamily
mortgage-backed securities, financial institutions and a variety of investors
and other third-parties. Based on the aggregate outstanding principal balance of
loans being serviced as of December 31, 2006, the Mortgage Bankers Association
of America ranked KRECM the fifth largest commercial mortgage loan servicer in
terms of total master and primary servicing volume.
KRECM is approved as a master servicer, primary servicer and special
servicer for commercial mortgage-backed securities rated by Moody's, S&P and
Fitch. Moody's does not assign specific ratings to servicers. KRECM is on S&P's
Select Servicer list as a U.S. Commercial Mortgage Master Servicer, and S&P has
assigned to KRECM the rating of STRONG as a master servicer, primary servicer
and special servicer. Fitch has assigned to KRECM the ratings of CMS1- as a
master servicer, CPS1- as a primary servicer and CSS2+ as a special servicer.
S&P's and Fitch's ratings of a servicer are based on an examination of many
factors, including the servicer's financial condition, management team,
organizational structure and operating history.
No securitization transaction involving commercial mortgage loans in which
KRECM is or has been acting as master servicer has experienced a master servicer
event of default as a result of any action or inaction of KRECM as master
servicer, including as a result of KRECM's failure to comply with the applicable
servicing criteria in connection with any securitization transaction.
S-150
P-->

KRECM's servicing system utilizes a mortgage-servicing technology platform
with multiple capabilities and reporting functions. This platform allows KRECM
to process mortgage servicing activities including: (i) performing account
maintenance; (ii) tracking borrower communications; (iii) tracking real estate
tax escrows and payments, insurance escrows and payments, replacement reserve
escrows and operating statement data and rent rolls; (iv) entering and updating
transaction data; and (v) generating various reports. KRECM generally uses the
CMSA format to report to trustees of commercial mortgage-backed securities
(CMBS) transactions and maintains a website (www.Key.com/Key2CRE) that provides
access to reports and other information to investors in CMBS transactions for
which KRECM is a master servicer.
Certain duties and obligations of the master servicer and the provisions
of the series 2007-8 pooling and servicing agreement are described in this
prospectus supplement under "Servicing of the Mortgage Loans." KRECM's ability
to waive or modify any terms, fees, penalties or payments on the underlying
mortgage loans and the effect of that ability on the potential cash flows from
the underlying mortgage loans are described in the prospectus supplement under
"Servicing of the Mortgage Loans--The Controlling Class Representative and theLoan Combination Controlling Parties"; "--Enforcement of Due-on-Sale andDue-on-Encumbrance Provisions"; and "--Modifications, Waivers, Amendments andConsents."
The master servicer's obligations to make debt service advances and/or
servicing advances, and the interest or other fees charged for those advances
and the terms of the master servicer's recovery of those advances, are described
in this prospectus supplement under "Description of the OfferedCertificates--Advances of Delinquent Monthly Debt Service Payments andReimbursement of Advances" and "Servicing of the Mortgage Loans --RequiredAppraisals" and "--Servicing and Other Compensation and Payment of Expenses."
KRECM will not have primary responsibility for the custody of original documents
evidencing the underlying mortgage loans. Rather, the trustee acts as custodian
of the original documents evidencing the underlying mortgage loans. But on
occasion, KRECM may have custody of certain original documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent KRECM performs custodial functions as the master servicer, original
documents will be maintained in a manner consistent with the Servicing Standard.
Certain terms of the series 2007-8 pooling and servicing agreement
regarding the master servicer's removal, replacement, resignation or transfer
are described in this prospectus supplement under "Servicing of the MortgageLoans--Events of Default" and "--Rights Upon Event of Default."
The manner in which collections on the underlying mortgage loans are to be
maintained is described under "Servicing of the Mortgage Loans--CollectionAccounts" in this prospectus supplement. Generally, all amounts received by
KRECM on the underlying mortgage loans are initially deposited into a common
clearing account with collections on other commercial mortgage loans serviced by
KRECM and are then allocated and transferred to the appropriate account
described under "Servicing of the Mortgage Loans--Collection Accounts" in this
prospectus supplement within the time required by the series 2007-8 pooling and
servicing agreement. Similarly, KRECM generally transfers any amount that is to
be disbursed to a common disbursement account on the day of the disbursement.
KRECM maintains the accounts it uses in connection with servicing
commercial mortgage loans with its parent company, KeyBank National Association.
The following table sets forth the ratings assigned to KeyBank National
Association's long-term deposits and short-term deposits.
S&P FITCH MOODY'S
---------- ---------- ---------
Long-Term Deposits: A A A1
Short-Term Deposits: A-1 F1 P-1
KRECM believes that its financial condition will not have any material
adverse effect on the performance of its duties under the series 2007-8 pooling
and servicing agreement and, accordingly, will not have any material adverse
impact on the mortgage pool performance or the performance of the series 2007-8
certificates. There are currently no legal proceedings pending, and no legal
proceedings known to be contemplated by governmental authorities, against KRECM
or of which any of its property is the subject, that is material to the series
2007-8 certificateholders.
S-151
P-->

KRECM has developed policies, procedures and controls for the performance
of its master servicing obligations in compliance with applicable servicing
agreements, servicing standards and the servicing criteria set forth in Item
1122 of Regulation AB. These policies, procedures and controls include, among
other things, procedures to (i) notify borrowers of payment delinquencies and
other loan defaults, (ii) work with borrowers to facilitate collections and
performance prior to the occurrence of a servicing transfer event, and (iii) if
a servicing transfer event occurs as a result of a delinquency, loss, bankruptcy
or other loan default, transfer the subject loan to the special servicer.
KRECM's servicing policies and procedures for the servicing functions it will
perform under the series 2007-8 pooling and servicing agreement for assets of
the same type included in the series 2007-8 securitization transaction are
updated periodically to keep pace with the changes in the CMBS industry. For
example, KRECM has, in response to changes in federal or state law or investor
requirements, (i) made changes in its insurance monitoring and risk-management
functions as a result of the Terrorism Risk Insurance Act of 2002 and (ii)
established a website where investors and mortgage loan borrowers can access
information regarding their investments and mortgage loans. Otherwise, KRECM's
servicing policies and procedures have been generally consistent for the last
three years in all material respects.
KRECM is, as the master servicer, generally responsible for both master
servicing functions and primary servicing functions with respect to the
underlying mortgage loans it is obligated to service under the series 2007-8
pooling and servicing agreement. However, KRECM will be permitted to appoint one
or more subservicers to perform all or any portion of its primary servicing
functions under the series 2007-8 pooling and servicing agreement, as further
described in this prospectus supplement under "Servicing of the MortgageLoans--Sub-Servicers." At the request of certain of the mortgage loan sellers,
KRECM intends to appoint two (2) subservicers to perform primary servicing
functions for certain underlying mortgage loans or groups of underlying mortgage
loans (in each case aggregating less than 10% of the initial mortgage pool
balance) pursuant to subservicing agreements that will require and entitle the
respective subservicers to handle collections, hold escrow and reserve accounts
and respond to and make recommendations regarding assignments and assumptions
and other borrower requests.
In addition, KRECM may from time to time perform some of its servicing
obligations under the series 2007-8 pooling and servicing agreement through one
or more third-party vendors that provide servicing functions such as tracking
and reporting of flood zone changes, performing UCC searches or filing UCC
financing statements and amendments.
KRECM will, in accordance with its internal procedures and applicable law,
monitor and review the performance of the subservicers that it appoints and any
third-party vendors retained by it to perform servicing functions.
KRECM is not an affiliate of the depositor, the sponsors (other than
KeyBank National Association), the issuing entity, the special servicer, the
trustee, or any originator of any of the underlying mortgage loans identified in
this prospectus supplement (other than KeyBank National Association).
The information set forth in this prospectus supplement concerning KRECM
has been provided by it. KRECM will make no representations as to the validity
or sufficiency of the series 2007-8 pooling and servicing agreement, the series
2007-8 certificates, the underlying mortgage loans or this prospectus
supplement.
See also "Servicing of the Mortgage Loans--General,""--Servicing andOther Compensation and Payment of Expenses,""--Enforcement of Due-on-Sale andDue-on-Encumbrance Provisions,""--Modifications, Waivers, Amendments andConsents,""--Required Appraisals,""--Collection Accounts" and "--Inspections;Collection of Operating Information" below in this prospectus supplement.
WELLS FARGO BANK, NATIONAL ASSOCIATION. Wells Fargo Bank, National
Association ("Wells Fargo Bank") will act as master servicer with respect to
those mortgage loans acquired by us from Countrywide Commercial Real Estate
Finance, Inc. and transferred by us to the trust. Certain servicing and
administration functions will also be provided by one or more primary servicers
that previously serviced the mortgage loans for the applicable mortgage loan
seller.
Wells Fargo Bank has originated and serviced commercial mortgage loans
since before 1975 and has serviced securitized commercial mortgage loans since
1993. Wells Fargo Bank is approved as a master servicer, primary servicer and
special servicer for commercial mortgage-backed securities rated by Moody's, S&P
and Fitch.
S-152
P-->

Moody's does not assign specific ratings to servicers. S&P has assigned to Wells
Fargo Bank the ratings of STRONG as a primary servicer and as a master servicer
and ABOVE AVERAGE as a special servicer. Fitch has assigned to Wells Fargo Bank
the ratings of CMS2 as a master servicer, CPS1 as a primary servicer and CSS1 as
a special servicer. S&P's and Fitch's ratings of a servicer are based on an
examination of many factors, including the servicer's financial condition,
management team, organizational structure and operating history.
As of March 31, 2007, the commercial mortgage servicing group of Wells
Fargo Bank was responsible for servicing approximately 12,165 commercial and
multifamily mortgage loans with an aggregate outstanding principal balance of
approximately $107.8 billion, including approximately 10,812 loans securitized
in approximately 97 commercial mortgage-backed securitization transactions with
an aggregate outstanding principal balance of approximately $103.0 billion, and
also including loans owned by institutional investors and government sponsored
entities such as Freddie Mac. The properties securing these loans are located in
all 50 states and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties. According to the Mortgage
Bankers Association of America, as of December 31, 2006, Wells Fargo Bank was
the fourth largest commercial mortgage servicer in terms of the aggregate
outstanding principal balance of loans being master and/or primary serviced in
commercial mortgage-backed securitization transactions.
Wells Fargo Bank has developed policies, procedures and controls for the
performance of its master servicing obligations in compliance with applicable
servicing agreements, servicing standards and the servicing criteria set forth
in Item 1122 of Regulation AB. These policies, procedures and controls include,
among other things, measures for notifying borrowers of payment delinquencies
and other loan defaults and for working with borrowers to facilitate collections
and performance prior to the occurrence of a Servicing Transfer Event.
A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro)
provides investors with access to investor reports for commercial
mortgage-backed securitization transactions for which Wells Fargo Bank is master
servicer.
Wells Fargo Bank may appoint one or more sub-servicers to perform all or
any portion of its duties under the pooling and servicing agreement. Wells Fargo
Bank monitors and reviews the performance of sub-servicers appointed by it.
Wells Fargo Bank has received an issuer rating of "Aaa" from Moody's.
Wells Fargo Bank's long term deposits are rated "Aaa" by Moody's, "AA" by S&P
and "AA+" by Fitch.
Wells Fargo & Company is the holding company for Wells Fargo Bank. Wells
Fargo & Company files reports with the Securities and Exchange Commission as
required under the Securities Exchange Act of 1934, as amended. Such reports
include information regarding Wells Fargo Bank and may be obtained at the
website maintained by the Securities and Exchange Commission at www.sec.gov.
There are no legal proceedings pending against Wells Fargo Bank, or to
which any property of Wells Fargo Bank is subject, that are material to the
certificateholders, nor does Wells Fargo Bank have actual knowledge of any
proceedings of this type contemplated by governmental authorities.
THE SPECIAL SERVICER
MIDLAND LOAN SERVICES, INC. Midland Loan Services, Inc. ("Midland") will
be the special servicer and in this capacity will initially be responsible for
the servicing and administration of the specially serviced mortgage loans and
REO properties pursuant to the pooling and servicing agreement.
Midland is a Delaware corporation and a wholly-owned subsidiary of PNC
Bank, National Association. Midland is an affiliate of a company that is the
external manager of an entity that may be the initial controlling class
representative/directing certificateholder under the pooling and servicing
agreement. Midland's principal servicing office is located at 10851 Mastin
Street, Building 82, Suite 300, Overland Park, Kansas66210.
Midland is a real estate financial services company that provides loan
servicing, asset management and technology solutions for large pools of
commercial and multifamily real estate assets. Midland is approved as a master
servicer, special servicer and primary servicer for investment-grade commercial
and multifamily mortgage-
S-153
P-->

backed securities ("CMBS") by S&P, Moody's and Fitch. Midland has received the
highest rankings as a master, primary and special servicer of real estate assets
under U.S. CMBS transactions from both S&P and Fitch. S&P ranks Midland as
"Strong" and Fitch ranks Midland as "1" for each category. Midland is also a
HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.
Midland has detailed operating procedures across the various servicing
functions to maintain compliance with its servicing obligations and the
servicing standards under Midland's servicing agreements, including procedures
for managing delinquent and special serviced loans. The policies and procedures
are reviewed annually and centrally managed and available electronically within
Midland's Enterprise!(R) Loan Management System. Furthermore Midland's disaster
recovery plan is reviewed annually.
Midland will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. Midland may from
time to time have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent that Midland has custody of any such documents for any such servicing
purposes, such documents will be maintained in a manner consistent with the
servicing standard.
No securitization transaction involving commercial or multifamily mortgage
loans in which Midland was acting as master servicer, primary servicer or
special servicer has experienced a servicer event of default as a result of any
action or inaction of Midland as master servicer, primary servicer or special
servicer, as applicable, including as a result of Midland's failure to comply
with the applicable servicing criteria in connection with any securitization
transaction. Midland has made all advances required to be made by it under the
servicing agreements on the commercial and multifamily mortgage loans serviced
by Midland in securitization transactions.
From time-to-time Midland is a party to lawsuits and other legal
proceedings as part of its duties as a loan servicer (e.g., enforcement of loan
obligations) and/or arising in the ordinary course of business. Midland does not
believe that any such lawsuits or legal proceedings would, individually or in
the aggregate, have a material adverse effect on its business or its ability to
service loans pursuant to the pooling and servicing agreement.
Midland currently maintains an Internet-based investor reporting system,
CMBS Investor Insight(R), that contains performance information at the
portfolio, loan and property levels on the various commercial mortgage-backed
securities transactions that it services. Certificateholders, prospective
transferees of the certificates and other appropriate parties may obtain access
to CMBS Investor Insight through Midland's website at www.midlandls.com. Midland
may require registration and execution of an access agreement in connection with
providing access to CMBS Investor Insight.
As of June 30, 2007, Midland was servicing approximately 24,550 commercial
and multifamily mortgage loans with a principal balance of approximately $222
billion. The collateral for such loans is located in all 50 states, the District
of Columbia, Puerto Rico, Guam and Canada. Approximately 17,250 of such loans,
with a total principal balance of approximately $149 billion, pertain to
commercial and multifamily mortgage-backed securities. The related loan pools
include multifamily, office, retail, hospitality and other income-producing
properties. As of June 30, 2007, Midland was named the special servicer in
approximately 141 commercial mortgage-backed securities transactions with an
aggregate outstanding principal balance of approximately $107 billion. With
respect to such transactions as of such date, Midland was administering
approximately 98 assets with an outstanding principal balance of approximately
$351 million.
Midland has been servicing mortgage loans in commercial mortgage-backed
securities transactions since 1992. The table below contains information on the
size and growth of the portfolio of commercial and multifamily mortgage loans in
commercial mortgaged-backed securities and other servicing transactions for
which Midland has acted as master and/or primary servicer from 2004 to 2006.
S-154
P-->

CALENDAR YEAR END
(APPROXIMATE AMOUNTS IN BILLIONS)
----------------------------------------------
PORTFOLIO GROWTH -
MASTER/PRIMARY 2004 2005 2006
------------------------- --------- ---------- ----------
CMBS $70 $104 $139
Other $28 $ 32 $ 61
Total $98 $136 $200
Midland has acted as a special servicer for commercial and multifamily
mortgage loans in commercial mortgage-backed securities transactions since 1992.
The table below contains information on the size and growth of the portfolio of
specially serviced commercial and multifamily mortgage loans and REO properties
that have been referred to Midland as special servicer in commercial
mortgage-backed securities transaction from 2004 to 2006.
CALENDAR YEAR END
(APPROXIMATE AMOUNTS IN BILLIONS)
--------------------------------------------
PORTFOLIO GROWTH - CMBS
SPECIAL SERVICING 2004 2005 2006
------------------------- --------- ---------- ----------
Total $49 $65 $89
THE TRUSTEE
LaSalle Bank National Association ("LaSalle") will act as trustee under
the pooling and servicing agreement, on behalf of the certificateholders. In
addition, LaSalle will act as custodian on behalf of the trustee. The trustee's
corporate trust office is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois, 60603. Attention: Global Securities and Trust
Services--ML-CFC Commercial Mortgage Trust 2007-8 or at such other address as
the trustee may designate from time to time. LaSalle is a national banking
association formed under the federal laws of the United States of America. Its
parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO
Bank N.V., a Netherlands banking corporation.
On April 22, 2007, ABN AMRO Holding N.V. agreed to sell ABN AMRO North
America Holding Company, the indirect parent of LaSalle Bank National
Association, to Bank of America Corporation. The proposed sale currently
includes all parts of the Global Securities and Trust Services Group within
LaSalle Bank engaged in the business of acting as trustee, securities
administrator, master servicer, custodian, collateral administrator, securities
intermediary, fiscal agent and issuing and paying agent in connection with
securitization transactions.
The contract between ABN AMRO Bank N.V. and Bank of America Corporation
was filed on Form 6-K with the Securities and Exchange Commission on April 25,2007. The contract provides that the sale of LaSalle Bank is subject to
regulatory approvals and other customary closing conditions.
LaSalle has extensive experience serving as trustee on securitizations of
commercial mortgage loans. Since 1994, LaSalle has served as trustee or paying
agent on over 700 commercial mortgage-backed security transactions involving
assets similar to the mortgage loans to be included in the trust. As of June 30,2007, LaSalle served as trustee or paying agent in over 470 commercial
mortgage-backed security transactions. The long-term unsecured debt of LaSalle
is rated "A+" by S&P, "Aa3" by Moody's and "AA-" by Fitch. The depositor, the
master servicers, the special servicer and the trustee may maintain other
banking relationships in the ordinary course of business with the trustee.
In its capacity as custodian, LaSalle will hold the mortgage loan files
exclusively for the use and benefit of the trust. The custodian will not have
any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the mortgage loans
delivered to it to determine that the same are valid. The disposition of the
mortgage loan files will be governed by the pooling and servicing agreement.
LaSalle provides custodial services on over 1100 residential, commercial and
asset-backed securitization transactions and maintains almost 3.0 million
custodial files in its two vault locations in Elk Grove, Illinois and Irvine,
California. LaSalle's two vault locations can maintain a total of approximately
6 million custody files. All custody files are segregated and maintained in
secure and fire resistant facilities in compliance with customary industry
standards. The vault construction complies with Fannie Mae/Ginnie Mae guidelines
applicable to document custodians. LaSalle maintains disaster recovery protocols
to ensure the preservation of custody files in the event of force
S-155
P-->

majeure and maintains, in full force and effect, such fidelity bonds and/or
insurance policies as are customarily maintained by banks which act as
custodians. LaSalle uses unique tracking numbers for each custody file to ensure
segregation of collateral files and proper filing of the contents therein and
accurate file labeling is maintained through a monthly reconciliation process.
LaSalle uses a proprietary collateral review system to track and monitor the
receipt and movement internally or externally of custody files and any release
or reinstatement of collateral.
Using information set forth in this prospectus supplement, the trustee
will develop the cashflow model for the trust. Based on the monthly loan
information provided by the master servicers, the trustee will calculate the
amount of principal and interest to be paid to each class of certificates on
each Distribution Date. In accordance with the cashflow model and based on the
monthly loan information provided by the master servicers, the master servicers
will perform distribution calculations, remit distributions on the Distribution
Date to certificateholders and prepare a monthly statement to certificateholders
detailing the payments received and the activity on the Mortgage Loans during
the collection period. In performing these obligations, the trustee will be able
to conclusively rely on the information provided to it by the master servicers,
and the trustee will not be required to recompute, recalculate or verify the
information provided to it by the master servicers.
There are no legal proceedings pending against LaSalle, or to which any
property of LaSalle is subject, that is material to the certificateholders, nor
does LaSalle have actual knowledge of any proceedings of this type contemplated
by governmental authorities.
In addition to having express duties under the pooling and servicing
agreement, the trustee, as a fiduciary, also has certain duties unique to
fiduciaries under applicable law. In general, the trustee will be subject to
certain federal laws and, because the pooling and servicing agreement is
governed by New York law, certain New York state laws. As a national bank acting
in a fiduciary capacity, the trustee will, in the administration of its duties
under the pooling and servicing agreement, be subject to certain regulations
promulgated by the Office of the Comptroller of the Currency, specifically those
set forth in Chapter 12, Part 9 of the Code of Federal Regulations. New York
common law has required fiduciaries of common law trusts formed in New York to
perform their duties in accordance with the "prudent person" standard, which, in
this transaction, would require the trustee to exercise such diligence and care
in the administration of the trust as a person of ordinary prudence would employ
in managing his own property. However, under New York common law, the
application of this standard of care can be restricted contractually to apply
only after the occurrence of a default. The pooling and servicing agreement
provides that the trustee is subject to the prudent person standard only for so
long as an event of default has occurred and remains uncured.
See also "Description of the Governing Documents--The Trustee,""--Dutiesof the Trustee,""--Matters Regarding the Trustee" and "--Resignation andRemoval of the Trustee" in the accompanying base prospectus.
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We, the depositor, are affiliated with the following parties: (i) Merrill
Lynch Mortgage Lending, Inc, a sponsor and mortgage loan seller, (ii) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters and (iii)
Merrill Lynch Capital Services, Inc., the swap counterparty
Merrill Lynch Mortgage Lending, Inc., a sponsor and mortgage loan seller,
is affiliated with the following parties: (i) Merrill Lynch Mortgage Investors,
Inc, the depositor, (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, one
of the underwriters and (iii) Merrill Lynch Capital Services, Inc., the swap
counterparty.
Countrywide Commercial Real Estate Finance, Inc., a sponsor and mortgage
loan seller, is affiliated with Countrywide Securities Corporation, one of the
underwriters.
KeyBank National Association, a sponsor and mortgage loan seller, is
affiliated with KeyCorp Real Estate Capital Markets, Inc., one of the master
servicers and KeyBanc Capital Markets Inc., one of the underwriters.
Midland Loan Services, Inc., the special servicer, is an affiliate of a
company that is the external manager of an entity that may be the initial
controlling class representative.
S-156
P-->

LaSalle Bank National Association and Merrill Lynch Mortgage Lending, Inc.
("MLML") are parties to a custodial agreement whereby LaSalle, for
consideration, provides custodial services to MLML for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for most of the
mortgage loans to be sold by MLML to the depositor in connection with this
securitization. The terms of the custodial agreement are customary for the
commercial mortgage-backed securitization industry providing for the delivery,
receipt, review and safekeeping of mortgage loan files.
SERVICING OF THE MORTGAGE LOANSGENERAL
Except as described below, the servicing of the mortgage loans in the
trust will be governed by the pooling and servicing agreement. This section
contains summary descriptions of some of the provisions of the pooling and
servicing agreement relating to the servicing and administration of the mortgage
loans and any real estate owned by the trust. You should also refer to the
accompanying base prospectus, in particular the section captioned "Descriptionof the Governing Documents" for additional important information regarding
provisions of the pooling and servicing agreement that relate to the rights and
obligations of the master servicers and the special servicer.
The servicing of the Georgia-Alabama Retail Portfolio Loan Combination
will be governed exclusively by the Other Pooling and Servicing Agreement and
the Georgia-Alabama Retail Portfolio Intercreditor Agreement. All decisions,
consents, waivers, approvals and other actions in respect of the Georgia-Alabama
Retail Portfolio Loan Combination will be effected in accordance with the Other
Pooling and Servicing Agreement. Consequently, the servicing provisions set
forth herein will not be applicable to the Georgia-Alabama Retail Portfolio Loan
Combination, the servicing of which will instead be governed by the Other
Pooling and Servicing Agreement. The servicing standards under the Other Pooling
and Servicing Agreement are substantially similar to the Servicing Standard
under the pooling and servicing agreement.
The pooling and servicing agreement provides that the master servicers and
the special servicer must each service and administer the mortgage loans and any
real estate owned by the trust for which it is responsible, directly or through
sub-servicers, in accordance with--
o any and all applicable laws; and
o the express terms of the pooling and servicing agreement and the
respective mortgage loans.
Furthermore, to the extent consistent with the preceding paragraph, the
master servicers and the special servicer must each service and administer the
mortgage loans and any real estate owned by the trust for which it is
responsible in accordance with the Servicing Standard.
In general, the master servicers will be responsible for the servicing and
administration of--
o all mortgage loans as to which no Servicing Transfer Event has
occurred; and
o all worked out mortgage loans as to which no new Servicing Transfer
Event has occurred.
The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan as to which a Servicing
Transfer Event has occurred and which has not yet been worked out with respect
to that Servicing Transfer Event. The special servicer will also be responsible
for the administration of each mortgaged real property that has been acquired by
the trust with respect to a defaulted mortgage loan through foreclosure,
deed-in-lieu of foreclosure or otherwise.
Despite the foregoing, the pooling and servicing agreement will require
each master servicer to continue to receive payments and prepare certain reports
to the trustee required to be prepared with respect to any specially serviced
mortgage loans that were previously non-specially serviced mortgage loans it was
responsible for servicing and, otherwise, to render other incidental services
with respect to any specially serviced mortgage loans and REO
S-157
P-->

Properties. None of the masters servicers or the special servicer will have
responsibility for the performance by either of the other servicers of its
respective obligations and duties under the pooling and servicing agreement.
The applicable master servicer will transfer servicing of a mortgage loan
to the special servicer upon the occurrence of a Servicing Transfer Event with
respect to that mortgage loan. The special servicer will return the servicing of
the subject mortgage loan to the applicable master servicer, and that mortgage
loan will be considered to have been worked out, if and when all Servicing
Transfer Events with respect to that mortgage loan cease to exist as described
in the definition of "Servicing Transfer Event" in the glossary to this
prospectus supplement, in which event that mortgage loan would be considered to
be a worked out mortgage loan.
The Farallon Portfolio Loan Combination, Executive Hills Portfolio Loan
Combination, Peninsula Beverly Hills Loan Combination and the MezzCap B-Note
Non-Trust Loans will be serviced by the applicable master servicer and the
special servicer in accordance with the pooling and servicing agreement and the
related Loan Combination Intercreditor Agreement.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSESThe Master Servicing Fee. The principal compensation to be paid to each
master servicer with respect to its master servicing activities will be the
related master servicing fee.
With respect to each master servicer, the master servicing fee:
o will be earned with respect to each and every mortgage loan in the
trust that it is responsible for servicing as of the date of the
initial issuance of the certificates, including--
1. each such mortgage loan, if any, that becomes a specially
serviced mortgage loan; and
2. each such mortgage loan, if any, as to which the corresponding
mortgaged real property has become REO Property; and
o in the case of each applicable mortgage loan, will--
1. be calculated on the same interest accrual basis as that
mortgage loan, which will be any of a 30/360 Basis or an
Actual/360 Basis (except in the case of partial periods of
less than a month, when it will be calculated on the basis of
the actual number of days elapsed in that partial period and a
360-day year);
2. accrue at the related master servicing fee rate;
3. accrue on the same principal amount as interest accrues or is
deemed to accrue from time to time with respect to that
mortgage loan; and
4. be payable (a) monthly from amounts received with respect to
interest on that mortgage loan and/or (b) if the subject
mortgage loan and any related REO Property has been
liquidated, out of general collections on the mortgage pool.
Subject to certain conditions, the master servicers are each entitled,
under the pooling and servicing agreement, to receive, or to assign or pledge to
any qualified institutional buyer or institutional accredited investor (other
than a Plan), an excess servicing strip, which is a portion of the master
servicing fee. If a master servicer resigns or is terminated as a master
servicer, it (or its assignee) will continue to be entitled to receive the
excess servicing strip and will be paid that excess servicing strip (except to
the extent that any portion of that excess servicing strip is needed to
compensate any successor master servicer for assuming its duties as a master
servicer under the pooling and servicing agreement). We make no representation
or warranty regarding whether, following any resignation or termination of a
master servicer, (a) any holder of the excess servicing strip would dispute the
trustee's determination that any portion of the excess servicing strip was
necessary to compensate a successor master servicer or (b) the ability of the
trustee to successfully recapture the excess servicing strip or any portion of
that strip
S-158
P-->

from any holder of the excess servicing strip, in particular if that holder were
the subject of a bankruptcy or insolvency proceeding.
The master servicing fee rate with respect to the mortgage loans varies on
a loan-by-loan basis and ranges from 0.02% per annum to 0.10% per annum. The
weighted average master servicing fee rate for the mortgage pool was 0.02829%
per annum as of the cut-off date. That master servicing fee rate includes any
sub-servicing fee rate payable to any third-party servicers that sub-service or
primary service the loans on behalf of a master servicer.
Investment Income. Each master servicer will be authorized, but not
required, to invest or direct the investment of funds held in its collection
account, or in any and all accounts maintained by it that are escrow and/or
reserve accounts, only in Permitted Investments. See "--Collection Account"
below. Each master servicer will be entitled to retain any interest or other
income earned on those funds, in general, and will be required (subject to
certain exceptions set forth in the pooling and servicing agreement) to cover
any losses of principal from its own funds.
The special servicer will be authorized, but not required, to invest or
direct the investment of funds held in its REO account in Permitted Investments.
See "--REO Properties" below. The special servicer will be entitled to retain
any interest or other income earned on those funds, in general, and will be
required (subject to certain exceptions set forth in the pooling and servicing
agreement) to cover any losses of principal from its own funds without any right
to reimbursement.
Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred by reason of
voluntary principal prepayments being made by borrowers with respect to any
mortgage loans (other than specially serviced mortgage loans) during any
collection period (other than principal prepayments made out of insurance
proceeds, condemnation proceeds or liquidation proceeds and other than following
a material default), the applicable master servicer must make a nonreimbursable
payment with respect to the related distribution date in an amount equal to the
lesser of:
o the total amount of those Prepayment Interest Shortfalls incurred
with respect to mortgage loans master serviced by that master
servicer; and
o the sum of the following components of that master servicer's total
servicing compensation for that same collection period--
1. that portion of the master servicing fees that represents an
accrual at a rate of 0.01% per annum; and
2. the total amount of Prepayment Interest Excesses that were
collected by that master servicer during the subject
collection period;
provided, however, that if a Prepayment Interest Shortfall occurs as a result of
the applicable series 2007-8 master servicer's allowing the related borrower to
deviate from the terms of the related loan documents regarding principal
prepayments (other than (a) subsequent to a material default under the related
loan documents, (b) pursuant to applicable law or a court order, or (c) at the
request or with the consent of the special servicer or the controlling class
representative), then, for purposes of determining the payment that the
applicable master servicer will be required to make to cover that Prepayment
Interest Shortfall, the reference to "master servicing fee" in clause 1 of the
second bullet of this paragraph will be construed to include the entire master
servicing fee payable to that master servicer for that same collection period,
inclusive of any portion payable to a third-party primary servicer, and the
amount of any investment income earned by that master servicer on the related
principal prepayment while on deposit in its collection account.
No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls, and the applicable master servicer's obligation
to make payments to cover Prepayment Interest Shortfalls in respect of a
particular collection period will not carry over to any following collection
period. In addition, the applicable master servicer will be required to apply
any Prepayment Interest Excesses with respect to a particular collection period,
that are not otherwise used to cover Prepayment Interest Shortfalls as described
above, to cover any shortfalls in interest caused as a result of the prepayment
of a mortgage loan by the application of a condemnation award or
S-159
P-->

casualty insurance proceeds, in each case that are actually received, in
reduction of the subject mortgage loan's principal balance.
Any payments made by the master servicers with respect to any distribution
date to cover Prepayment Interest Shortfalls will be included among the amounts
payable as principal and interest on the certificates on that distribution date
as described under "Description of the Offered Certificates--Payments" in this
prospectus supplement. If the aggregate amount of the payments made by the
master servicers with respect to any distribution date to cover Prepayment
Interest Shortfalls is less than the total of all the Prepayment Interest
Shortfalls incurred with respect to the mortgage pool during the related
collection period, then the resulting Net Aggregate Prepayment Interest
Shortfall will be allocated among the respective interest-bearing classes of the
certificates (other than the class X certificates), in reduction of the interest
payable on those certificates, as and to the extent described under "Descriptionof the Offered Certificates--Payments--Payments of Interest" in this prospectus
supplement.
Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities
will be--
o the special servicing fee;
o the workout fee; and
o the principal recovery fee.
The Special Servicing Fee. The special servicing fee:
o will be earned with respect to--
1. each specially serviced mortgage loan (other than the
Georgia-Alabama Retail Portfolio Trust Mortgage Loan, for
which such fee will be earned by the special servicer under
the Other Pooling and Servicing Agreement), if any; and
2. each mortgage loan, if any, as to which the corresponding
mortgaged real property has become REO Property; and
o with respect to each such mortgage loan, will--
1. be calculated on the same interest accrual basis as that
mortgage loan, which will be any of a 30/360 Basis or an
Actual/360 Basis (except in the case of partial periods of
less than a month, when it will be calculated on the basis of
the actual number of days elapsed in that partial period and a
360-day year);
2. accrue at a special servicing fee rate of 0.25% per annum;
3. accrue on the same principal amount as interest accrues or is
deemed to accrue from time to time on that mortgage loan; and
4. will be payable monthly from related liquidation proceeds,
insurance proceeds and condemnation proceeds and then from
general collections on all the mortgage loans and any REO
Properties, that are on deposit in the master servicers'
collection accounts from time to time.
The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each specially serviced mortgage loan that
has been worked out by it. The workout fee will be payable out of, and will be
calculated by application of a workout fee rate of 1.0% to, each collection of
interest and principal received on the subject mortgage loan for so long as it
remains a worked out mortgage loan. The workout fee with respect to any worked
out mortgage loan will cease to be payable if a new Servicing Transfer Event
occurs with respect to the mortgage loan. However, a new workout fee would
become payable if the mortgage loan again became a worked out mortgage loan with
respect to that new Servicing Transfer Event. If the special servicer is
terminated or resigns,
S-160
P-->

it will retain the right to receive any and all workout fees payable with
respect to those mortgage loans that became worked out mortgage loans during the
period that it acted as special servicer and remained (and with respect to those
mortgage loans that, subject to the conditions set forth in the pooling and
servicing agreement, were about to become) worked out mortgage loans at the time
of its termination or resignation. The successor special servicer will not be
entitled to any portion of those workout fees. Although workout fees are
intended to provide the special servicer with an incentive to better perform its
duties, the payment of any workout fee will reduce amounts payable to the
certificateholders.
The Principal Recovery Fee. Except as described in the following
paragraph, the special servicer will be entitled to receive a principal recovery
fee with respect to: (a) each specially serviced mortgage loan (other than the
Georgia-Alabama Retail Portfolio Trust Mortgage Loan)(or any replacement
mortgage loan substituted for it) for which the special servicer obtains a full
or discounted payoff from the related borrower; and (b) any specially serviced
mortgage loan or REO Property (other than the Georgia-Alabama Retail Portfolio
Trust Mortgage Loan and any related REO Property) as to which the special
servicer receives any liquidation proceeds, insurance proceeds or condemnation
proceeds. The principal recovery fee will be payable from any full or discounted
payoff, liquidation proceeds, insurance proceeds or condemnation proceeds. As to
each such specially serviced mortgage loan and REO Property, the principal
recovery fee will be payable from, and will be calculated by application of a
principal recovery fee rate of 1.0% to, the related payment or proceeds.
Notwithstanding anything to the contrary described in the prior paragraph,
no principal recovery fee will be payable based on, or out of, payments or
proceeds received in connection with:
o the repurchase or replacement of any mortgage loan by a loan seller
for a breach of representation or warranty or for defective or
deficient loan documentation, as described under "Description of theMortgage Pool--Repurchases and Substitutions" in this prospectus
supplement within the time period (or extension thereof) provided
for such repurchase or replacement or, if such repurchase or
replacement occurs after such time period, if the mortgage loan
seller was acting in good faith to resolve such breach or defect,
within such further period that will not end beyond the date that is
one hundred twenty (120) days following the end of the initial time
period, which is ninety (90) days, provided for such repurchase or
replacement;
o except as described under "--Realization Upon Defaulted MortgageLoans" below with respect to certain assignees, the pur